exv10w3



 






Exhibit 10.3




	 	 	 
	 

	 	NiSource Inc.
	 

	 	801 East 86th Avenue
	 

	 	Merrillville, Indiana 46410






Robert C. Skaggs, Jr.

President




May 16, 2005




Mr. Gary L. Neale

Chairman and Chief Executive Officer

NiSource Inc.

801 East 86th Avenue

Merrillville, Indiana 46410


Dear Gary:



This letter agreement will govern your compensation as a non-employee director and chairman of the
board of directors (“Chairman”) of NiSource Inc. (“NiSource”) effective July 1, 2005 for those
activities and any other duties assigned to you by the board of directors from time to time.
Compensation under this letter agreement will be in lieu of, not in addition to, any other benefits
and compensation provided to a non-employee director.



Term. The initial term of this letter agreement will be from July 1, 2005 through June 30,
2007.



Compensation. You will be compensated at a rate of $50,000 per calendar quarter, or part
thereof, payable in arrears within 10 days after the close of each such quarter.



Service Credit. You will receive service credit during the term under the NiSource Inc.
Long-Term Incentive Plan for purposes of vesting and determining any lapse of restrictions of
awards thereunder. This paragraph will serve as an amendment to your Contingent Stock Agreements
dated January 1, 2003 and January 1, 2004 in order to provide for such service credit.



Medical and Dental Coverage. You will receive medical and dental coverage for yourself and
your spouse comparable to the coverage provided during the term to NiSource’s senior executives.
You will pay the active group rate payable by senior executives, and NiSource will pay the balance
of the cost of your comparable coverage. You will also receive reimbursement for your annual
physical examination at Mayo Clinic.



Business Expenses. NiSource will pay or reimburse you for all reasonable business expenses
incurred by you in the performance of your duties as Chairman during the term. NiSource will
pay or reimburse you for financial advisory services (as currently available to you on June 30,
2005) and an individual membership in the Chicago Club. Such reimbursement will be payable upon
submission of documentation in accordance with NiSource’s accounting and tax policies.




 









 







Administrative Support. NiSource will provide you with office and meeting space and
administrative support for your services as Chairman.



Modification/No Waiver. No provision of this letter agreement may be modified or waived
unless such modification or waiver is agreed to in writing signed by both parties. NiSource’s
failure to insist upon strict compliance with any provision of this letter agreement will not be
deemed to be a waiver of such provision or any other provision of this letter agreement.



Assignment. This letter agreement covers personal services by you to NiSource. Neither
you nor NiSource may assign this letter agreement, except that NiSource’s obligations hereunder
will be binding legal obligations of any successor to all or substantially all of NiSource’s
business by purchase, merger, consolidation, or otherwise.



Early Termination. Notwithstanding the other provisions of this letter agreement, in the
event of your death, disability or other termination of service as Chairman, or the termination of
this letter agreement by mutual understanding, compensation, service credit and any other benefits
will be provided, on a pro rata basis, through the date of your death or disability or such
termination, as applicable.



Upon your acceptance of and execution of this letter agreement, this will become a binding
agreement between you and NiSource.



Sincerely,



NISOURCE INC.




	 	 	 
	/s/ Robert C. Skaggs
	 	 
	 

Robert C. Skaggs

	 	 
	President
	 	 





Accepted by and agreed to this 23rd day of May, 2005.




	 	 	 
	/s/ Gary L. Neal
	 	 
	 

Gary L. Neale

	 	 







	cc: Ian M. Rolland, Chairman, Corporate
Governance Committee


Dr. Steven C. Beering, Chairman, Officer Nomination and Compensation Committee