<PAGE>   1
                                                                     Exhibit 4.1
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                             NISOURCE FINANCE CORP.

                                       AND

                                  NISOURCE INC.

                                       TO

                            THE CHASE MANHATTAN BANK
                                   AS TRUSTEE

                           ---------------------------


                                    INDENTURE

                          DATED AS OF NOVEMBER 14, 2000

                           ---------------------------


                    PROVIDING FOR ISSUANCE OF DEBT SECURITIES

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<PAGE>   2
                    NISOURCE FINANCE CORP. AND NISOURCE INC.
   RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED, AND
                    INDENTURE, DATED AS OF NOVEMBER 14, 2000

<TABLE>
<CAPTION>
Trust Indenture                                                                                      Indenture
Act Section                                                                                          Section(s)
-----------                                                                                          ----------
<S>                                                                                                  <C>
Section 310   (a)(1)................................................................................  609
              (a)(2)................................................................................  609
              (a)(3)................................................................................  Not Applicable
              (a)(4)................................................................................  Not Applicable
              (a)(5)................................................................................  609
              (b)...................................................................................  608, 610
              (c)...................................................................................  Not Applicable
Section 311   (a)...................................................................................  613
              (b)...................................................................................  613
              (c)...................................................................................  613
Section 312   (a)...................................................................................  701, 702(a)
              (b)...................................................................................  702(a)
              (c)...................................................................................  702(b)
Section 313   (a)...................................................................................  703(a)
              (b)...................................................................................  703(b)
              (c)...................................................................................  703(c)
              (d)...................................................................................  703(c)
Section 314   (a)...................................................................................  704
              (a)(4)................................................................................  101, 1009
              (b)...................................................................................  Not Applicable
              (c)(1)................................................................................  102
              (c)(2)................................................................................  102
              (c)(3)................................................................................  Not Applicable
              (d)...................................................................................  Not Applicable
              (e)...................................................................................  102
              (f)...................................................................................  Not Applicable
Section 315   (a)...................................................................................  601
              (b)...................................................................................  602
              (c)...................................................................................  601
              (d)...................................................................................  601
              (e)...................................................................................  514
Section 316   (a)(1)(A).............................................................................  502, 512
              (a)(1)(B).............................................................................  513
              (a)(2)................................................................................  Not Applicable
              (b)...................................................................................  508
              (c)...................................................................................  104
</TABLE>
<PAGE>   3
<TABLE>
<S>                                                                                                   <C>
Section 317   (a)(1)................................................................................  503
              (a)(2)................................................................................  504
              (b)...................................................................................  1003
Section 318   (a)...................................................................................  108
</TABLE>


NOTE:    This Reconciliation and Tie shall not, for any purpose, be deemed to be
         a part of the Indenture.
<PAGE>   4
                                                 TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                    PAGE
<S>                                                                                                                 <C>
ARTICLE ONE - Definitions and Other Provisions of General Application
         Section 101.      Definitions...........................................................................     1
         Section 102.      Compliance Certificates and Opinions..................................................     9
         Section 103.      Form of Documents Delivered to Trustee................................................    10
         Section 104.      Acts of Holders; Record Dates.........................................................    10
         Section 105.      Notices, etc., to Trustee, NiSource Finance and the Parent............................    12
         Section 106.      Notice to Holders of Securities; Waiver...............................................    13
         Section 107.      Language of Notices, etc..............................................................    14
         Section 108.      Conflict with Trust Indenture Act.....................................................    14
         Section 109.      Effect of Headings and Table of Contents..............................................    14
         Section 110.      Successors and Assigns................................................................    14
         Section 111.      Separability Clause...................................................................    14
         Section 112.      Benefits of Indenture.................................................................    14
         Section 113.      Governing Law.........................................................................    14
         Section 114.      Legal Holidays........................................................................    14
         Section 115.      Appointment of Agent for Service......................................................    15
         Section 116.      No Adverse Interpretation of Other Agreements.........................................    15
         Section 117.      Execution in Counterparts.............................................................    15

ARTICLE TWO - Security Forms

         Section 201.      Forms Generally.......................................................................    15
         Section 202.      Form of Trustee's Certificate of Authentication.......................................    16
         Section 203.      Securities in Global Form.............................................................    16
         Section 204.      Form of Legend for Global Securities..................................................    17
         Section 205.      Form of Legend for Bearer Securities..................................................    17

ARTICLE THREE - The Securities

         Section 301.      Amount Unlimited; Issuable in Series..................................................    17
         Section 302.      Denominations.........................................................................    20
         Section 303.      Execution, Authentication, Delivery and Dating........................................    20
         Section 304.      Temporary Securities..................................................................    23
         Section 305.      Registration, Registration of Transfer and Exchange...................................    24
         Section 306.      Mutilated, Destroyed, Lost and Stolen Securities......................................    27
         Section 307.      Payment of Interest; Interest Rights Preserved........................................    28
         Section 308.      Persons Deemed Owners.................................................................    29
         Section 309.      Cancellation..........................................................................    30
         Section 310.      Computation of Interest...............................................................    30
         Section 311.      Form of Certification by a Person Entitled to Receive a Bearer
                           Security..............................................................................    30
         Section 312.      CUSIP, ISIN and Common Code Numbers...................................................    32
</TABLE>


                                       -i-
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<TABLE>
<S>                                                                                                                  <C>
ARTICLE FOUR - Satisfaction and Discharge
         Section 401.      Satisfaction and Discharge of Indenture...............................................    32
         Section 402.      Application of Trust Money............................................................    33

ARTICLE FIVE - Remedies
         Section 501.      Events of Default.....................................................................    34
         Section 502.      Acceleration of Maturity; Rescission and Annulment....................................    36
         Section 503.      Collection of Indebtedness and Suits for Enforcement by
                           Trustee...............................................................................    37
         Section 504.      Trustee May File Proofs of Claim......................................................    37
         Section 505.      Trustee May Enforce Claims Without Possession of Securities
                           or Coupons............................................................................    38
         Section 506.      Application of Money Collected........................................................    38
         Section 507.      Limitation on Suits...................................................................    39
         Section 508.      Unconditional Right of Holders to Receive Principal,
                           Premium and Interest..................................................................    39
         Section 509.      Restoration of Rights and Remedies....................................................    40
         Section 510.      Rights and Remedies Cumulative........................................................    40
         Section 511.      Delay or Omission Not Waiver..........................................................    40
         Section 512.      Control by Holders of Securities......................................................    40
         Section 513.      Waiver of Past Defaults...............................................................    41
         Section 514.      Undertaking for Costs.................................................................    41
         Section 515.      Waiver of Stay or Extension Laws......................................................    41

ARTICLE SIX - The Trustee
         Section 601.      Certain Duties and Responsibilities...................................................    42
         Section 602.      Notice of Defaults....................................................................    43
         Section 603.      Certain Rights of Trustee.............................................................    43
         Section 604.      Not Responsible for Recitals or Issuance of Securities................................    44
         Section 605.      May Hold Securities...................................................................    45
         Section 606.      Money Held in Trust...................................................................    45
         Section 607.      Compensation and Reimbursement........................................................    45
         Section 608.      Disqualification; Conflicting Interests...............................................    45
         Section 609.      Corporate Trustee Required; Eligibility...............................................    46
         Section 610.      Resignation and Removal; Appointment of Successor.....................................    46
         Section 611.      Acceptance of Appointment by Successor................................................    48
         Section 612.      Merger, Conversion, Consolidation or Succession to
                            Business.............................................................................    49
         Section 613.      Preferential Collection of Claims Against Company.....................................    49
         Section 614.      Appointment of Authenticating Agent...................................................    49
</TABLE>


                                      -ii-
<PAGE>   6
<TABLE>
<S>                                                                                                                  <C>
ARTICLE SEVEN - Holders' Lists and Reports by Trustee and Company
         Section 701.      Company to Furnish Trustee Names and Addresses of
                           Holders...............................................................................    51
         Section 702.      Preservation of Information; Communications to Holders................................    51
         Section 703.      Reports by Trustee....................................................................    52
         Section 704.      Reports by NiSource Finance and the Parent............................................    52

ARTICLE EIGHT - Consolidation, Merger, Conveyance, Transfer or Lease
         Section 801.      NiSource Finance and the Parent May Consolidate, Etc., Only
                           on Certain Terms......................................................................    53
         Section 802.      Successor Corporation Substituted.....................................................    54
         Section 803.      Assumption by the Parent or Subsidiary................................................    54

ARTICLE NINE - Supplemental Indentures
         Section 901.      Supplemental Indentures without Consent of Holders....................................    54
         Section 902.      Supplemental Indentures with Consent of Holders.......................................    56
         Section 903.      Execution of Supplemental Indentures..................................................    57
         Section 904.      Effect of Supplemental Indentures.....................................................    57
         Section 905.      Conformity with Trust Indenture Act...................................................    57
         Section 906.      Reference in Securities to Supplemental Indentures....................................    57

ARTICLE TEN - Covenants
         Section 1001.     Payment of Principal, Premium and Interest............................................    58
         Section 1002.     Maintenance of Office or Agency.......................................................    58
         Section 1003.     Money for Securities Payments to Be Held in Trust.....................................    59
         Section 1004.     Additional Amounts....................................................................    60
         Section 1005      Corporate Existence...................................................................    61
         Section 1006.     Maintenance of Properties.............................................................    61
         Section 1007.     Payment of Taxes and Other Claims.....................................................    61
         Section 1008.     Restrictions on Liens.................................................................    62
         Section 1009.     Statement as to Default...............................................................    64
         Section 1010.     Waiver of Certain Covenants...........................................................    64

ARTICLE ELEVEN - Redemption of Securities
         Section 1101.     Applicability of Article..............................................................    64
         Section 1102.     Election to Redeem; Notice to Trustee.................................................    64
         Section 1103.     Selection by Trustee of Securities to Be Redeemed.....................................    65
         Section 1104.     Notice of Redemption..................................................................    65
         Section 1105.     Deposit of Redemption Price...........................................................    66
         Section 1106.     Securities Payable on Redemption Date.................................................    66
         Section 1107.     Securities Redeemed in Part...........................................................    67

ARTICLE TWELVE - Sinking Funds
         Section 1201.     Applicability of Article..............................................................    67
</TABLE>


                                      -iii-
<PAGE>   7
<TABLE>
<S>                                                                                                                  <C>
         Section 1202.  Satisfaction of Sinking Fund Payments with Securities....................................    68
         Section 1203.  Redemption of Securities for Sinking Fund................................................    68

ARTICLE THIRTEEN - Meetings of Holders of Securities
         Section 1301.  Purposes for Which Meetings May be Called................................................    68
         Section 1302.  Call Notice and Place of Meeting.........................................................    69
         Section 1303.  Persons Entitled to Vote at Meetings.....................................................    69
         Section 1304.  Quorum; Action...........................................................................    69
         Section 1305.  Determination of Voting Rights; Conduct and Adjournment of Meetings......................    70
         Section 1306.  Counting Votes and Recording Action of Meetings..........................................    71
         Section 1307.  Action Without Meeting...................................................................    71

ARTICLE FOURTEEN - Immunity of Incorporators, Stockholders, Officers, Directors and Employees
         Section 1401.  Liability Solely Corporate...............................................................    71

ARTICLE FIFTEEN - Security Guarantee
         Section 1501.  Guarantee................................................................................    72
         Section 1502.  Execution and Delivery of Security Guarantee.............................................    74
</TABLE>


                                      -iv-
<PAGE>   8
                  INDENTURE, dated as of November 14, 2000, among NiSource
Finance Corp., a corporation duly organized and existing under the laws of the
State of Indiana (herein called "NISOURCE FINANCE"), having its principal office
at 801 East 86th Avenue, Merrillville, Indiana 46410, NiSource Inc., a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the "PARENT"), having its principal office at 801 East 86th
Avenue, Merrillville, Indiana 46410, and The Chase Manhattan Bank, a corporation
duly organized and existing under the laws of the State of New York, having its
principal corporate trust office at 450 West 33rd Street, New York, New York
10001, as trustee (herein called the "TRUSTEE").


                   RECITALS OF NISOURCE FINANCE AND THE PARENT

                  NiSource Finance and the Parent have duly authorized the
execution and delivery of this Indenture to provide for the issuance from time
to time of NiSource Finance's unsecured debentures, notes or other evidences of
indebtedness (herein collectively called the "SECURITIES," and individually
called a "SECURITY"), which may or may not be convertible into or exchangeable
for any securities of any Person (including the Parent), to be issued in one or
more series as provided in this Indenture.

                  All things necessary to make this Indenture a valid agreement
of NiSource Finance and the Parent, in accordance with its terms, have been
done.

                  This Indenture is subject to the provisions of the Trust
Indenture Act of 1939, as amended, and the rules and regulations of the
Securities and Exchange Commission promulgated thereunder that are required to
be part of this Indenture and, to the extent applicable, shall be governed by
such provisions.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  For and in consideration of the premises and the purchase of
the Securities by the Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities or of
series thereof, as follows:


                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                  SECTION 101. DEFINITIONS. For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:

                  (1) the terms defined in this Article have the meanings
         assigned to them in this Article and include the plural as well as the
         singular;

<PAGE>   9
                  (2) all other terms used herein which are defined in the Trust
         Indenture Act, either directly or by reference therein, have the
         meanings assigned to them in the Trust Indenture Act;

                  (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles in the United States of America, and, except as
         otherwise herein expressly provided, the term "generally accepted
         accounting principles" with respect to any computation required or
         permitted hereunder shall mean such accounting principles as are
         generally accepted in the United States of America at the date of such
         computation;

                  (4) the words "herein," "hereof," "hereto" and "hereunder" and
         other words of similar import refer to this Indenture as a whole and
         not to any particular Article, Section or other subdivision; and

                  (5) the word "or" is always used inclusively (for example, the
         phrase "A or B" means "A or B or both," not "either A or B but not
         both").

                  Certain terms used principally in certain Articles are defined
in those Articles.

                  "ACT," when used with respect to any Holder of a Security, has
the meaning specified in Section 104.

                  "AFFILIATE" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

                  "AUTHENTICATING AGENT" means any Person or Persons authorized
by the Trustee to act on behalf of the Trustee to authenticate one or more
series of Securities.

                  "AUTHORIZED NEWSPAPER" means a newspaper, in an official
language of the country of publication or in the English language, customarily
published on each Business Day, whether or not published on Saturdays, Sundays
or holidays, and of general circulation in the place in connection with which
the term is used or in the financial community of such place. Where successive
publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different newspapers in the same city
meeting the foregoing requirements and in each case on any Business Day.

                  "BANKRUPTCY LAW" means Title 11 of the United States Code or
any similar United States federal or state law for the relief of debtors.


                                        2
<PAGE>   10
                  "BEARER SECURITY" means any Security in the form for Bearer
Securities set forth in Section 203 or established pursuant to Section 201 which
is payable to bearer and shall bear the legend specified in Section 205.

                  "BENEFITED PARTY" shall have the meaning set forth in Section
1501.

                  "BOARD OF DIRECTORS" means either the board of directors of
NiSource Finance or the Parent, as the case may be, or any duly authorized
committee of either.

                  "BOARD RESOLUTION" means a copy of a resolution certified by
the Corporate Secretary or an Assistant Corporate Secretary of NiSource Finance
or the Parent, as the case may be, to have been duly adopted by the Board of
Directors and to be in full force and effect on the date of such certification,
and delivered to the Trustee.

                  "BUSINESS DAY" means any day other than a Saturday or Sunday
or a day on which banks and trust companies located in the municipality in which
the Corporate Trust Office is located are authorized or required by law,
regulation or executive order to remain closed.

                  "COMMISSION" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, as amended, or, if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.

                  "COMMON STOCK" means, with respect to any Person, any and all
shares, interests, participations or other equivalents, however designated,
whether voting or non-voting, of that Person's equity, other than preferred
stock of that Person, whether now outstanding or issued after the date of this
Indenture, including, without limitation, all series and classes of that common
stock.

                  "CONSOLIDATED NET TANGIBLE ASSETS" means the total amount of
assets appearing on a consolidated balance sheet of the Parent and its
Subsidiaries less, without duplication, the following:

                  (a) all current liabilities (excluding any thereof which are
         by their terms extendable or renewable at the sole option of the
         obligor thereon without requiring the consent of the obligee to a date
         more than 12 months after the date of determination);

                  (b) all reserves for depreciation and other asset valuation
         reserves but excluding any reserves for deferred Federal income taxes
         arising from accelerated amortization or otherwise;

                  (c) all intangible assets such as goodwill, trademarks, trade
         names, patents and unamortized debt discount and expense carried as an
         asset on said balance sheet; and


                                        3
<PAGE>   11
                  (d) all appropriate adjustments on account of minority
         interests of other Persons holding Common Stock in any Subsidiary.

                  Consolidated Net Tangible Assets shall be determined in
accordance with generally accepted accounting principles and as of a date not
more than 90 days prior to the happening of the event for which such
determination is being made.

                  "CORPORATE TRUST OFFICE" means the corporate trust office of
the Trustee of a series of Securities at which at any particular time its
corporate trust business shall be administered, which office on the date of
execution of this Indenture is located at 450 West 33rd Street, New York, New
York 10001, Attention: Capital Markets Fiduciary Services, except that with
respect to presentation of Securities of a series for payment or for
registration of transfer or exchange, such term shall mean the office or agency
of the Trustee of such series designated for such purpose, which office or
agency on the date of execution of this Indenture is located at 55 Water Street,
Room 234, New York, New York 10041.

                  "CORPORATION" includes any corporation, association, company,
limited liability company or business trust.

                  "DEFAULTED INTEREST" has the meaning specified in Section 307.

                  "DEPOSITARY" means, with respect to the Securities of any
series issuable or issued in whole or in part in the form of one or more Global
Securities, a clearing agency registered under the Securities Exchange Act of
1934, as amended, specified for that purpose as contemplated by Section 301 or
any successor clearing agency registered under such Act as contemplated by
Section 305, and if at any time there is more than one such Person, the term
"Depositary" as used with respect to the Securities of any series shall mean the
Depositary with respect to the Securities of such series.

                  "DOLLAR" or "$" means a dollar or other equivalent unit in
such coin or currency of the United States of America as at the time shall be
legal tender for the payment of public and private debts.

                  "EVENT OF DEFAULT" has the meaning specified in Section 501.

                  "GLOBAL SECURITY" means a Security bearing the legend
specified in Section 204 evidencing all or part of a series of Securities,
issued to the Depositary for such series or its nominee, and registered in the
name of such Depositary or nominee.

                  "GUARANTEE" means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner (including by way of a pledge of assets or
through letters of credit or reimbursement agreements in respect thereof), of
all or any part of any principal of, premium, if any, and interest on the
Securities.

                                        4
<PAGE>   12
                  "HOLDER," when used with respect to any Security, means in the
case of a Registered Security the Person in whose name the Security is
registered in the Security Register and in the case of a Bearer Security the
bearer thereof and, when used with respect to any coupon, means the bearer
thereof.

                  "INDENTURE" means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof.

                  "INTEREST," when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, means
interest payable after Maturity.

                  "INTEREST PAYMENT DATE," when used with respect to any
Security, means the Stated Maturity of an installment of interest on such
Security.

                  "MATURITY," when used with respect to any Security, means the
date on which the principal of such Security or an installment of principal
becomes due and payable as therein or herein provided, whether at the Stated
Maturity or by declaration of acceleration, call for redemption or otherwise.

                  "NiSOURCE CAPITAL MARKETS" means NiSource Capital Markets,
Inc., an Indiana corporation, and any and all successors thereto.

                  "NiSOURCE FINANCE" means NiSource Finance Corp., an Indiana
corporation, and any and all successors thereto.

                  "OBLIGATIONS" means any principal (including reimbursement
obligations and guarantees), premium, if any, interest (including interest
accruing on or after the filing of, or which would have accrued but for the
filing of, any petition in bankruptcy or for reorganization relating to NiSource
Finance whether or not a claim for post-filing interest is allowed in such
proceedings), penalties, fees, expenses, indemnifications, reimbursements,
claims for rescission, damages, gross-up payments and all other amounts and
other liabilities payable under the Securities, this Indenture and any
indentures supplemental hereto.

                  "OFFICER" means, with respect to any Person, the Chairman of
the Board, Vice Chairman, the President, a Vice President, the Treasurer, an
Assistant Treasurer, the Controller or Assistant Controller and the Corporate
Secretary or an Assistant Corporate Secretary.

                  "OFFICERS' CERTIFICATE" means a certificate signed by the
Chairman of the Board, the Vice Chairman, the President or a Vice President, and
by the Treasurer, an Assistant Treasurer, the Controller, an Assistant
Controller, the Corporate Secretary or an Assistant Corporate Secretary, of
NiSource Finance or the Parent, as the case may be, that complies with the
requirements of Section 314(c) of the Trust Indenture Act and is delivered to
the Trustee.

                                        5
<PAGE>   13
                  "OPINION OF COUNSEL" means a written opinion of counsel, who
may be counsel for NiSource Finance or the Parent, as the case may be, and who
shall be acceptable to the Trustee, that complies with the requirements of
Section 314(c) of the Trust Indenture Act and Section 102 of this Indenture.

                  "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 502.

                  "OUTSTANDING," when used with respect to Securities, means, as
of the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

                  (i) Securities theretofore canceled by the Trustee or
         delivered to the Trustee for cancellation;

                  (ii) Securities for whose payment or redemption money in the
         necessary amount has been theretofore deposited with the Trustee or any
         Paying Agent (other than NiSource Finance) in trust or set aside and
         segregated in trust by NiSource Finance (if NiSource Finance shall act
         as its own Paying Agent) for the Holders of such Securities and any
         coupons thereto appertaining; provided, that if such Securities are to
         be redeemed, notice of such redemption has been duly given pursuant to
         this Indenture or provision therefor satisfactory to the Trustee has
         been made; and

                  (iii) Securities which have been paid pursuant to Section 306
         or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         bona fide purchaser in whose hands such Securities are valid
         obligations of NiSource Finance;

and provided further, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have been given any request,
demand, authorization, direction, notice, consent or waiver hereunder or are
present at a meeting of Holders of Securities for quorum purposes, Securities
owned by NiSource Finance, the Parent or any other obligor upon the Securities
or any Affiliate of NiSource Finance, the Parent or of such other obligor shall
be disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver or upon any such
determination as to the presence of a quorum, only Securities which the Trustee
knows to be so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not NiSource Finance,
the Parent or any other obligor upon the Securities or any Affiliate of NiSource
Finance, the Parent or of such other obligor.


                                        6
<PAGE>   14
                  "PARENT" means NiSource Inc., a Delaware corporation, and any
and all successors thereto.

                  "PAYING AGENT" means any Person authorized by NiSource Finance
to pay the principal of (and premium, if any) or interest on any Securities on
behalf of NiSource Finance.

                  "PERSON" means any individual, Corporation, limited liability
company, partnership, joint venture, joint-stock company, trust, unincorporated
organization, government or any agency or political subdivision thereof, or any
other entity.

                  "PLACE OF PAYMENT," when used with respect to the Securities
of any series, means the place or places where the principal of (and premium, if
any) and interest on the Securities of that series are payable as specified as
contemplated by Section 301.

                  "PREDECESSOR SECURITY" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 306 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

                  "REDEMPTION DATE," when used with respect to any Security to
be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

                  "REDEMPTION PRICE," when used with respect to any Security to
be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

                  "REGISTERED SECURITY" means any Security established pursuant
to Section 201 which is registered in the Security Register.

                  "REGULAR RECORD DATE" for the interest payable on any Interest
Payment Date on the Registered Securities of any series means the date specified
for that purpose as contemplated by Section 301.

                  "REQUEST" or "ORDER" means a written request or order signed
in the name of NiSource Finance or the Parent, as the case may be, by its
Chairman of the Board, its Vice Chairman, its President or a Vice President, and
by its Treasurer, an Assistant Treasurer, its Controller, an Assistant
Controller, its Corporate Secretary or an Assistant Corporate Secretary, and
delivered to the Trustee.

                  "RESPONSIBLE OFFICER," when used with respect to the Trustee,
means any Vice President, any assistant secretary, any assistant treasurer, any
cashier, any assistant cashier, any senior trust officer, any trust officer or
assistant trust officer, any assistant controller or any other officer of the
Trustee customarily performing corporate trust functions on behalf of the
Trustee and

                                        7
<PAGE>   15
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

                  "SECURITY GUARANTEE" means the Guarantee by the Parent of
NiSource Finance's Obligations in respect of the Securities, this Indenture and
any indentures supplement hereto.

                  "SECURITIES" and "SECURITY" have the meanings stated in the
first recital of this Indenture and more particularly means any Securities
authenticated and delivered under this Indenture; provided, that if at any time
there is more than one Person acting as Trustee under this Indenture, the term
"Securities," with respect to any such Person, shall mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee.

                  "SECURITY REGISTER" and "SECURITY REGISTRAR" have the
respective meanings specified in Section 305.

                  "SPECIAL RECORD DATE" for the payment of any Defaulted
Interest on the Registered Securities of any series means a date fixed by the
Trustee pursuant to Section 307.

                  "STATED MATURITY," when used with respect to any Security or
any installment of principal thereof or interest thereon, means the date
specified in such Security or a coupon representing such installment of interest
as the fixed date on which the principal of such Security or such installment of
principal or interest is due and payable.

                  "SUBSIDIARY" means a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by NiSource
Finance or by one or more other Subsidiaries, or by NiSource Finance and one or
more other Subsidiaries. For the purposes of this definition, the term "voting
stock" means stock which ordinarily has voting power for the election of
directors, whether at all times or only so long as no senior class of stock has
such voting power by reason of any contingency.

                  "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939,
as amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Trust Indenture Act or provision, as the case
may be, as amended or replaced from time to time or as supplemented from time to
time by rules or regulations adopted by the Commission under or in furtherance
of the purposes of such Trust Indenture Act or provision, as the case may be.

                  "TRUSTEE" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
with respect to one or more series of Securities pursuant to the applicable
provisions of this Indenture, and thereafter the term "Trustee" shall mean or
include each Person who is then a Trustee hereunder and, if at any time there is
more than one such Person, the term "Trustee," as used with respect to the
Securities of any series, shall mean the Trustee with respect to Securities of
that series.

                                        8
<PAGE>   16
                  "UNITED STATES" means the United States of America (including
the States and the District of Columbia), its territories and possessions and
other areas subject to its jurisdiction.

                  "UNITED STATES ALIEN" means any Person who, for United States
federal income tax purposes, is a foreign corporation, a non-resident alien
individual, a non-resident alien fiduciary of a foreign estate or trust, or a
foreign partnership one or more of the members of which is, for United States
federal income tax purposes, a foreign corporation, a non-resident alien
individual or a non- resident alien fiduciary of a foreign estate or trust.

                  "UTILITY" means any subsidiary of NiSource Finance that is
subject to regulation by a federal or state utility regulatory commission or
other utility regulatory body.

                  "VICE PRESIDENT," when used with respect to NiSource Finance,
the Parent or the Trustee, means any vice president, whether or not designated
by a number or a word or words added before or after the title "vice president."

                  SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS. Upon any
application or request by NiSource Finance or the Parent to the Trustee to take
any action under any provision of this Indenture, NiSource Finance or the
Parent, as the case may be, shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                  (1) a statement that each individual signing such certificate
         or opinion has read such covenant or condition and the definitions
         herein relating thereto;

                  (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (3) a statement that, in the opinion of each such individual,
         he has made such examination or investigation as is necessary to enable
         him to express an informed opinion as to whether or not such covenant
         or condition has been complied with; and

                  (4) a statement as to whether, in the opinion of each such
         individual, such condition or covenant has been complied with.


                                        9
<PAGE>   17
                  SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

                  Any certificate or opinion of an Officer of NiSource Finance
or the Parent may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such Officer
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous. Any such certificate or Opinion
of Counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an Officer or Officers of
NiSource Finance or the Parent, as the case may be, stating that the information
with respect to such factual matters is in the possession of NiSource Finance or
the Parent, as the case may be, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.

                  Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

                   SECTION 104. ACTS OF HOLDERS; RECORD DATES.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided in or pursuant to this Indenture to be
made, given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing. If Securities of a series are issuable as
Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided in or pursuant to this Indenture to be
made, given or taken by Holders may, alternatively, be embodied in and evidenced
by the record of Holders of Securities voting in favor thereof, either in person
or by proxies duly appointed in writing, at any meeting of Holders of Securities
duly called and held in accordance with the provisions of Article Thirteen, or a
combination of such instrument or instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to NiSource Finance or the Parent or
both. Such instrument or instruments and any such record (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"ACT" of the Holders signing such instrument or instruments and so voting at any
such meeting. Proof of execution of any such instrument or of a writing
appointing any such agent, or of the holding by any Person of a Security, shall
be sufficient for any purpose of this Indenture and (subject to Section 601)
conclusive in favor of the Trustee, NiSource Finance and the Parent if made in
the manner provided in this Section. The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 1306.

                                       10
<PAGE>   18
                  Notwithstanding the foregoing, with respect to any Global
Security, nothing herein shall prevent NiSource Finance, the Parent, the
Trustee, or any agent of NiSource Finance, the Parent or the Trustee, from
giving effect to any request, demand, authorization, direction, notice, consent,
waiver or other action provided in this Indenture to be given or taken by a
Depositary or impair, as between a Depositary and such holders of beneficial
interests, the operation of customary practices governing the exercise of the
rights of the Depositary (or its nominee) as Holder of any Security.

                  Without limiting the generality of this Section 104, unless
otherwise provided in or pursuant to this Indenture, a Holder, including a
Depositary that is a Holder of a Global Security, may make, give or take, by a
proxy or proxies duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in or pursuant to
this Indenture to be made, given or taken by Holders, and a Depositary that is a
Holder of a Global Security may give its proxy or proxies to the Depositary's
participants or the beneficial owners of interests in any such Global Security,
as the case may be, through such Depositary's standing instructions and
customary practices.

                  Subject to the next succeeding paragraph, NiSource Finance
may, in the circumstances permitted by the Trust Indenture Act, fix any day as
the record date for the purpose of determining the Holders of Securities of any
series entitled to give or take any request, demand, authorization, direction,
notice, consent, waiver or other action, or to vote on any action, authorized or
permitted to be given or taken by Holders of Securities of such series. If not
set by NiSource Finance prior to the first solicitation of a Holder of
Securities of such series made by any Person in respect of any such action, or
in the case of any such vote, prior to such vote, the record date for any such
action or vote shall be the 30th day prior to such first solicitation or vote,
or, if later, the date of the most recent list of Holders required to be
provided pursuant to Section 701, as the case may be. With regard to any record
date for action to be taken by the Holders of one or more series of Securities,
only the Holders of Securities of such series on such date (or their duly
designated proxies) shall be entitled to give or take, or vote on, the relevant
action.

                  The Trustee shall fix a record date for the purpose of
determining the Persons who are beneficial owners of interests in any permanent
Global Security held by a Depositary and who are entitled under the procedures
of such Depositary to make, give or take, by a proxy or proxies duly appointed
in writing, any request, demand, authorization, direction, notice, consent,
waiver or other action provided in or pursuant to this Indenture to be made,
given or taken by Holders. If such a record date is fixed, the Holders on such
record date or their duly appointed proxy or proxies, and only such Persons,
shall be entitled to make, give or take such request, demand, authorization,
direction, notice, consent, waiver or other action, whether or not such Holders
remain Holders after such record date. No such request, demand, authorization,
direction, notice, consent, waiver or other action shall be valid or effective
if made, given or taken more than 90 days after such record date.

                  (b) The fact and date of the execution by any Person of any
such instrument or writing may be proved in any reasonable manner which the
Trustee deems sufficient.


                                       11
<PAGE>   19
                  (c) The principal amount and serial numbers of Registered
Securities held by any Person, and the date of holding the same, shall be proved
by the Security Register.

                  (d) The principal amount and serial numbers of Bearer
Securities held by any Person executing any such instrument or writing as a
Holder of Securities, and the date of his holding the same, may be proved by the
production of such Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank, banker or other depositary, wherever
situated, if such certificate shall be deemed by the Trustee to be satisfactory,
showing that at the date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities therein described; or such
facts may be proved by the certificate or affidavit of the Person executing such
instrument or writing as a Holder of Securities, if such certificate or
affidavit is deemed by the Trustee to be satisfactory. The Trustee, NiSource
Finance and the Parent may assume that such ownership of any Bearer Security
continues until (1) another certificate or affidavit bearing a later date issued
in respect of the same Bearer Security is produced, or (2) such Bearer Security
is produced to the Trustee by some other Person, or (3) such Bearer Security is
surrendered in exchange for a Registered Security, or (4) such Bearer Security
is no longer Outstanding.

                  (e) The fact and date of execution of any such instrument or
writing, the authority of the Person executing the same, the principal amount
and serial numbers of Bearer Securities held by the Person so executing such
instrument or writing and the date of holding the same may also be proved in any
other reasonable manner which the Trustee deems sufficient; and the Trustee may
in any instance require further proof with respect to any of the matters
referred to in this Section.

                  (f) Any request, demand, authorization, direction, notice,
consent, election, waiver or other Act of the Holder of any Security shall bind
every future Holder of the same Security and the Holder of every Security issued
upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the
Trustee, NiSource Finance or the Parent in reliance thereon, whether or not
notation of such action is made upon such Security.

                  SECTION 105. NOTICES, ETC., TO TRUSTEE, NISOURCE FINANCE AND
THE PARENT. Any request, demand, authorization, direction, notice, consent,
election, waiver or other Act of Holders of a series of Securities or other
document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

                  (1) the Trustee of such series by any Holder of a Security of
         such series or by NiSource Finance or the Parent shall be sufficient
         for every purpose hereunder if made, given, furnished or filed in
         writing to or with the Trustee of such series at its Corporate Trust
         Office, or

                  (2) NiSource Finance or the Parent, as the case may be, by the
         Trustee of such series or by any Holder of a Security of such series
         shall be sufficient for every purpose hereunder (unless otherwise
         herein expressly provided) if in writing and mailed, first-class

                                       12
<PAGE>   20
         postage prepaid, to NiSource Finance or the Parent, as the case may be,
         addressed to the attention of its Corporate Secretary, at 801 East 86th
         Avenue, Merrillville, Indiana 46410, or at any other address previously
         furnished in writing to the Trustee of such series by NiSource Finance
         or the Parent, as the case may be.

                  SECTION 106. NOTICE TO HOLDERS OF SECURITIES; WAIVER. Except
as otherwise expressly provided herein, where this Indenture provides for notice
to Holders of Securities (of any series) of any event,

                  (1) such notice shall be sufficiently given to Holders of
         Registered Securities of such series if in writing and mailed,
         first-class postage prepaid, to each Holder of a Registered Security of
         such series affected by such event, at his address as it appears in the
         Security Register, not later than the latest date, and not earlier than
         the earliest date, prescribed for the giving of such Notice; and

                  (2) such notice shall be sufficiently given to Holders of
         Bearer Securities of such series if published in an Authorized
         Newspaper in the Borough of Manhattan, The City of New York and, if the
         Securities of such series are then listed on The Stock Exchange of the
         United Kingdom and the Republic of Ireland and such stock exchange
         shall so require, in London and, if the Securities of such series are
         then listed on the Luxembourg Stock Exchange and such stock exchange
         shall so require, in Luxembourg and, if the Securities of such series
         are then listed on any other stock exchange outside the United States
         and such stock exchange shall so require, in any other required city
         outside the United States or, if not practicable, in Europe, on a
         Business Day at least twice, the first such publication to be not
         earlier than the earliest date and not later than the latest date
         prescribed for the giving of such notice.

                  In case by reason of the suspension of regular mail service or
by reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder. In any
case where notice to Holders of Registered Securities is given by mail, neither
the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder of a Registered Security shall affect the sufficiency of such
notice with respect to other Holders of Registered Securities or the sufficiency
of any notice by publication to Holders of Bearer Securities given as provided
above.

                  In case by reason of the suspension of publication of any
Authorized Newspaper or Authorized Newspapers or by reason of any other cause it
shall be impracticable to publish any notice to Holders of Bearer Securities of
any series as provided above, then such notification to Holders of such Bearer
Securities as shall be given with the approval of the Trustee for such series
shall constitute sufficient notice to such Holders for every purpose hereunder.
Neither failure to give notice by publication to Holders of Bearer Securities as
provided above, nor any defect in any notice so published, shall affect the
sufficiency of any notice mailed to Holders of Registered Securities as provided
above.

                                       13
<PAGE>   21
                  Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders of Securities shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

                  SECTION 107. LANGUAGE OF NOTICES, ETC. Any request, demand,
authorization, direction, notice, consent, election or waiver required or
permitted under this Indenture shall be in the English language, except that any
published notice may be in an official language of the country of publication.

                  SECTION 108. CONFLICT WITH TRUST INDENTURE ACT. If any
provision hereof limits, qualifies or conflicts with any duties under any
required provision of the Trust Indenture Act deemed included herein by Section
318(c) thereof, such required provision shall control.

                  SECTION 109. EFFECT OF HEADINGS AND TABLE OF CONTENTS. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

                  SECTION 110. SUCCESSORS AND ASSIGNS. All covenants and
agreements in this Indenture by NiSource Finance and the Parent shall bind their
respective successors and assigns, whether so expressed or not.

                  SECTION 111. SEPARABILITY CLAUSE. In case any provision in
this Indenture or the Securities or coupons shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

                  SECTION 112. BENEFITS OF INDENTURE. Nothing in this Indenture
or the Securities or coupons, express or implied, shall give to any Person,
other than the parties hereto, their successors hereunder and the Holders of
Securities and coupons, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

                  SECTION 113. GOVERNING LAW. This Indenture and the Securities
and coupons shall be governed by and construed in accordance with the internal
law of the State of New York, without giving effect to any contrary conflict of
laws or choice of law provisions of the law of the State of New York or any
other jurisdiction.

                  SECTION 114. LEGAL HOLIDAYS. In any case where any Interest
Payment Date, Redemption Date or Stated Maturity of any Security shall not be a
Business Day at any Place of Payment, then (notwithstanding any other provision
of this Indenture or of the Securities or coupons) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the

                                       14
<PAGE>   22
Stated Maturity; provided, that no interest shall accrue on the amount so
payable for the period from and after such Interest Payment Date, Redemption
Date or Stated Maturity, as the case may be.

                  SECTION 115. APPOINTMENT OF AGENT FOR SERVICE. By the
execution and delivery of this Indenture, NiSource Finance and the Parent hereby
appoint the Trustee as their agent upon which process may be served in any legal
action or proceeding which may be instituted in any Federal or State court in
the Borough of Manhattan, The City of New York, arising out of or relating to
the Securities, the coupons or this Indenture. Service of process upon such
agent at the office of such agent at 450 West 33rd Street, New York, New York
10001, Attention: Capital Markets Fiduciary Services (or such other address in
the Borough of Manhattan, The City of New York, as may be the Corporate Trust
Office of the Trustee), and written notice of said service to NiSource Finance
and the Parent, as the case may be, by the Person serving the same addressed as
provided in Section 105, shall be deemed in every respect effective service of
process upon NiSource Finance and the Parent, as the case may be, in any such
legal action or proceeding, and NiSource Finance and the Parent hereby submit to
the jurisdiction of any such court in which any such legal action or proceeding
is so instituted. Such appointment shall be irrevocable so long as the Holders
of Securities or coupons shall have any rights pursuant to the terms thereof or
of this Indenture until the appointment of a successor by NiSource Finance and
the Parent, as the case may be, with the consent of the Trustee and such
successor's acceptance of such appointment. NiSource Finance and the Parent
further agree to take any and all action, including the execution and filing of
any and all such documents and instruments, as may be necessary to continue such
designation and appointment of such agent or successor.

                  By the execution and delivery of this Indenture, the Trustee
hereby agrees to act as such agent and undertakes promptly to notify NiSource
Finance and the Parent, as the case may be, of receipt by it of service of
process in accordance with this Section.

                  SECTION 116. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.
This Indenture may not be used to interpret another indenture, loan or debt
agreement of NiSource Finance, the Parent or any Affiliate of either. No such
indenture, loan or debt agreement may be used to interpret this Indenture.

                  SECTION 117. EXECUTION IN COUNTERPARTS. This instrument may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.


                                   ARTICLE TWO

                                 SECURITY FORMS

                  SECTION 201. FORMS GENERALLY. The Registered Securities, if
any, of each series and the Bearer Securities, if any, of each series and
related coupons and the Global Securities, if any, issued pursuant to this
Indenture shall be in such form as shall be established by or pursuant to a

                                       15
<PAGE>   23
Board Resolution of NiSource Finance or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities or coupons, as evidenced by their execution
of the Securities or coupons (but which do not affect the rights or duties of
the Trustee). If the forms of Securities or coupons of any series are
established by action taken pursuant to a Board Resolution of NiSource Finance,
a copy of an appropriate record of such action shall be certified by the
Corporate Secretary or an Assistant Corporate Secretary of NiSource Finance and
delivered to the Trustee at or prior to the delivery of the Order of NiSource
Finance contemplated by Section 303 for the authentication and delivery of such
Securities or coupons.

                  The Trustee's certificates of authentication shall be in
substantially the form set forth in this Article or Article Six.

                  Unless otherwise provided as contemplated by Section 301 with
respect to any series of Securities, the Securities of each series shall be
issuable in global and registered form without coupons. If so provided as
contemplated by Section 301, the Securities of a series also shall be issuable
in bearer form, with or without interest coupons attached.

                  The definitive Securities and coupons, if any, shall be
printed, lithographed or engraved on steel engraved borders or may be produced
in any other manner permitted by the rules of any applicable securities
exchange, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities or coupons.

                  SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.
Subject to Section 614, the Trustee's certificate of authentication shall be in
substantially the following form:

                  This is one of the Securities of the series referred to in the
within-mentioned Indenture.

                                      The Chase Manhattan Bank, as Trustee



                                      By:
                                         --------------------------------------
                                               Authorized Officer

                  SECTION 203. SECURITIES IN GLOBAL FORM. If Securities of a
series are issuable in global form, any such Security may provide that it or any
number of such Securities shall represent the aggregate amount of all
Outstanding Securities of such series (or such lesser amount as is permitted by
the terms thereof) from time to time endorsed thereon and may also provide that
the aggregate amount of Outstanding Securities represented thereby may from time
to time be increased

                                       16
<PAGE>   24
or reduced to reflect exchanges. Any endorsement of any Security in global form
to reflect the amount, or any increase or decrease in the amount, or changes in
the rights of Holders, of Outstanding Securities represented thereby shall be
made in such manner and by such Person or Persons as shall be specified therein
or in the Order of NiSource Finance to be delivered pursuant to Sections 303 or
304 with respect thereto. Subject to the provisions of Section 303 and, if
applicable, Section 304, the Trustee shall deliver and redeliver any Security in
permanent global form in the manner and upon instructions given by the Person or
Persons specified therein or in the applicable Order of NiSource Finance. If the
Order of NiSource Finance pursuant to Sections 303 or 304 has been, or
simultaneously is, delivered, any instructions by NiSource Finance with respect
to a Security in global form shall be in writing but need not be accompanied by
or contained in an Officers' Certificate and need not be accompanied by an
Opinion of Counsel.

                  SECTION 204. FORM OF LEGEND FOR GLOBAL SECURITIES. Any Global
Security authenticated and delivered hereunder shall bear a legend in
substantially the following form, or in such other form that is acceptable to
the Depositary and the Trustee:

                  "Unless and until it is exchanged in whole or in part for
Securities in definitive registered form, this Security may not be transferred
except as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the Depositary
or by the Depositary or any such nominee to a successor Depositary or a nominee
of such successor Depositary."

                  SECTION 205. FORM OF LEGEND FOR BEARER SECURITIES. Any Bearer
Security authenticated and delivered hereunder shall bear a legend in
substantially the following form:

                  "Any United States person who holds this Security will be
subject to limitations under the United States income tax laws, including the
limitation provided in Sections 165(j) and 1287(a) of the Internal Revenue Code
of 1986, as amended."


                                  ARTICLE THREE

                                 THE SECURITIES

                  SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES. The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

                  The Securities may be issued in one or more series. There
shall be established in or pursuant to a Board Resolution of NiSource Finance,
and set forth in an Officers' Certificate of NiSource Finance, or established in
one or more indentures supplemental hereto, prior to the issuance of Securities
of any series,

                  (1) the title of the Securities of the series (which shall
         distinguish the Securities of the series from Securities of all other
         series issued by NiSource Finance);

                                       17
<PAGE>   25
                  (2) any limit upon the aggregate principal amount of the
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Section 304, 305, 306, 906 or
         1107);

                  (3) the date or dates on which the principal of the Securities
         of the series is payable;

                  (4) the right, if any, to extend the Stated Maturity on which
         NiSource Finance will pay any installment of principal of or interest
         on the Securities of the series;

                  (5) the rate or rates at which the Securities of the series
         shall bear interest, if any, or any method by which such rate or rates
         shall be determined, the basis upon which interest will be computed if
         other than that specified in Section 310, the date or dates from which
         such interest shall accrue, the Interest Payment Dates on which such
         interest shall be payable and the Regular Record Date for the interest
         payable on Registered Securities on any Interest Payment Date;

                  (6) the place or places where the principal of (and premium,
         if any) and interest, if any, on Securities of the series shall be
         payable;

                  (7) whether Securities of such series may be redeemed, and if
         so, the period or periods within which, the price or prices at which
         and the terms and conditions upon which Securities of the series may be
         redeemed, in whole or in part, at the option of NiSource Finance;

                  (8) the obligation, if any, of NiSource Finance to redeem or
         purchase Securities of the series pursuant to any sinking fund or
         analogous provisions or at the option of a Holder thereof and the
         period or periods within which, the price or prices at which and the
         terms and conditions upon which Securities of the series shall be
         redeemed or purchased, in whole or in part, pursuant to such
         obligation;

                  (9) the right, if any, of NiSource Finance or a third party to
         redeem or purchase Securities of the series and the period or periods
         within which, the price or prices at which and the terms and conditions
         upon which Securities of the series shall be redeemed or purchased, in
         whole or in part, pursuant to such right;

                  (10) whether Bearer Securities of the series are to be
         issuable;

                  (11) if Bearer Securities of the series are to be issuable,
         whether interest in respect of any portion of a temporary Bearer
         Security in global form (representing all of the Outstanding Bearer
         Securities of the series) payable in respect of an Interest Payment
         Date prior to the exchange of such temporary Bearer Security for
         definitive Securities of the series

                                       18
<PAGE>   26
         shall be paid to any clearing organization with respect to the portion
         of such temporary Bearer Security held for its account and, in such
         event, the terms and conditions (including any certification
         requirements) upon which any such interest payment received by a
         clearing organization will be credited to the Persons entitled to
         interest payable on such Interest Payment Date;

                  (12) the date as of which any Bearer Securities of the series,
         any temporary Bearer Security in global form and any Global Securities
         shall be dated if other than the date of original issuance of the first
         Security of the series to be issued;

                  (13) the denominations in which Registered Securities of the
         series, if any, shall be issuable if other than denominations of $1,000
         and any integral multiple thereof, and the denominations in which
         Bearer Securities of the series, if any, shall be issuable if other
         than the denomination of $5,000;

                  (14) the currency or currencies, including composite
         currencies, in which payment of the principal of (and premium, if any)
         and interest, if any, on the Securities of the series shall be payable
         (if other than the currency of the United States of America);

                  (15) if the amount of payments of principal of (and premium,
         if any) or interest on the Securities of the series may be determined
         with reference to an index, the manner in which such amounts shall be
         determined;

                  (16) if other than the principal amount thereof, the portion
         of the principal amount of Securities of the series which shall be
         payable upon declaration of acceleration of the Maturity thereof
         pursuant to Section 502;

                  (17) any additional Events of Default or additional covenants
         of NiSource Finance or the Parent pertaining to the Securities of the
         series;

                  (18) whether and under what circumstances NiSource Finance
         will pay additional amounts on the Securities of the series held by a
         Person who is a United States Alien in respect of taxes or similar
         charges withheld or deducted and, if so, whether NiSource Finance will
         have the option to redeem such Securities rather than pay such
         additional amounts;

                  (19) whether any Securities of the series are to be issuable
         in whole or in part in the form of one or more Global Securities and,
         if so, (a) the Depositary with respect to such Global Security or
         Securities and (b) the circumstances under which beneficial owners of
         interests in any such Global Security may exchange such interest for
         Securities of the same series and of like tenor and of any authorized
         form and denomination, and the circumstances under which any such
         exchange may occur, if other than as set forth in Section 305;

                  (20) if any of such Securities are to be issued in global form
         and are to be issuable in definitive form (whether upon original issue
         or upon exchange of a temporary Security)

                                       19
<PAGE>   27
         only upon receipt of certain certificates or other documents or
         satisfaction of other conditions, then the form and terms of such
         certificates, documents, or conditions;

                  (21) the date or dates, if any, after which the Holders may
         convert the Securities into shares of Common Stock or preferred stock
         of the Parent and the terms for that conversion; and

                  (22) any other terms of the series (which terms shall not be
         inconsistent with the terms of this Indenture).

         All Securities of any one series and the coupons appertaining to Bearer
Securities of such series, if any, shall be substantially identical except, in
the case of Registered Securities, as to denomination and except as may
otherwise be provided in or pursuant to such Board Resolution of NiSource
Finance and set forth in such Officers' Certificate or in any such indenture
supplemental hereto.

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution of NiSource Finance, a copy of an appropriate
record of such action shall be certified by the Corporate Secretary or an
Assistant Corporate Secretary of NiSource Finance and delivered to the Trustee
at or prior to the delivery of the Officers' Certificate of NiSource Finance
setting forth the terms of the series. Such Board Resolution of NiSource may
provide general terms or parameters for Securities of such series and may
provide that the specific terms of particular Securities of such series, and the
Persons authorized to determine such terms or parameters, may be determined in
accordance with or pursuant to the Order of NiSource Finance referred to in the
third paragraph of Section 303.

                  SECTION 302. DENOMINATIONS. Unless otherwise provided as
contemplated by Section 301 with respect to any series of Securities, the
Registered Securities of each series shall be issuable in denominations of
$1,000 or any integral multiple thereof and the Bearer Securities of each
series, if any, shall be issuable in the denomination of $5,000.

                  SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.
The Securities shall be executed on behalf of NiSource Finance by its Chairman
of the Board, its Vice Chairman, its President or one of its Vice Presidents,
attested by its Corporate Secretary or one of its Assistant Corporate
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile. Coupons shall bear the facsimile signature of the Treasurer
or any Assistant Treasurer of NiSource Finance.

                  Securities and coupons bearing the manual or facsimile
signatures of individuals who were at any time relevant to the authorization
thereof the proper officers of NiSource Finance shall bind NiSource Finance,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.


                                       20
<PAGE>   28
                  At any time and from time to time after the execution and
delivery of this Indenture, NiSource Finance may deliver Securities of any
series executed on behalf of NiSource Finance to the Trustee for authentication
by the Trustee together with an Order of NiSource Finance for the authentication
and delivery of such Securities, and the Trustee in accordance with such Order
shall authenticate and deliver such Securities; provided, that in connection
with its original issuance, a Bearer Security may be delivered only outside the
United States and only if the Trustee shall have received from the Person
entitled to receive such Bearer Security a certificate in the form required by
Section 311; and provided further, that, with respect to Securities of a series
constituting a medium term note program, the Trustee shall authenticate and
deliver Securities of such series for original issue from time to time in the
aggregate principal amount established for such series pursuant to such
procedures acceptable to the Trustee and to such recipients as may be specified
from time to time by an Order of NiSource Finance. The maturity dates, original
issue dates, interest rates and any other terms of the Securities of a subseries
of any medium term note program shall be determined by or pursuant to such Order
of NiSource Finance and procedures.

                  In authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Sections 315(a)
through 315(d) of the Trust Indenture Act) shall be fully protected in relying
upon:

                  (a) the Board Resolution of NiSource Finance or indenture
         supplemental hereto establishing the form of the Securities of that
         series pursuant to Section 201 and the terms of the Securities of that
         series pursuant to Section 301 (or, in the case of a Board Resolution
         of NiSource Finance, pursuant to which such form and terms are
         established);

                  (b) an Officer's Certificate pursuant to Sections 201 and 301
         and complying with Section 102; and

                  (c) an Opinion of Counsel complying with Section 102 stating,

                           (i) that the forms of such Securities and coupons, if
                  any, have been established by or pursuant to a Board
                  Resolution of NiSource Finance or by an indenture supplemental
                  hereto, as permitted by Section 201 and in conformity with the
                  provisions of this Indenture;

                           (ii) that the terms of such Securities have been
                  established by or pursuant to a Board Resolution of NiSource
                  Finance or by an indenture supplemental hereto, as permitted
                  by Sections 201 and 301 and in conformity with the provisions
                  of this Indenture;

                           (iii) that such Securities, together with the
                  coupons, if any, appertaining thereto, when authenticated and
                  delivered by the Trustee and issued by NiSource Finance in the
                  manner and subject to any customary conditions specified in
                  such Opinion of Counsel, will constitute valid and legally
                  binding obligations of NiSource Finance entitled to the
                  benefits provided by the Indenture, enforceable in accordance

                                       21
<PAGE>   29
                  with their respective terms, except to the extent that the
                  enforcement of such obligations may be subject to bankruptcy
                  laws or insolvency laws or other similar laws, general
                  principles of equity and such other qualifications as such
                  counsel shall conclude are customary or do not materially
                  affect the rights of the Holders of such Securities;

                           (iv) that all laws and requirements in respect of the
                  execution and delivery of the Securities have been complied
                  with; and

                           (v) such other matters as the Trustee may reasonably
                  request.

                  With respect to Securities of a subseries of a medium term
note program, the Trustee may conclusively rely on the documents and opinion
delivered pursuant to Sections 201 and 301 and this Section 303, as applicable
(unless revoked by superseding comparable documents or opinions), with respect
to the establishment of the medium term note program as to the authorization of
the Board of Directors of NiSource Finance of any Securities delivered
hereunder, the form thereof and the legality, validity, binding effect and
enforceability thereof.

                  Notwithstanding the provisions of Section 301 and of the
preceding two paragraphs, if not all the Securities of any series are to be
issued at one time, it shall not be necessary to deliver the Officers'
Certificate otherwise required pursuant to Section 301 or the documents
otherwise required pursuant to the preceding clauses (a), (b) or (c) prior to or
at the time of issuance of each Security, but such documents shall be delivered
prior to or at the time of issuance of the first Security of such series and
shall pertain to all of the Securities of such series. After any such first
delivery, any separate Request by NiSource Finance that the Trustee authenticate
Securities of such series for original issue will be deemed to be a
certification by NiSource Finance that all conditions precedent provided for in
this Indenture relating to authentication and delivery of such Securities
continue to have been complied with.

                  If such forms or terms have been so established by or pursuant
to a Board Resolution of NiSource Finance or by an indenture supplemental hereto
as permitted by Sections 201 and 301, the Trustee shall have the right to
decline to authenticate and deliver any Securities of such series:

                  (i) if the Trustee, being advised by counsel, determines that
         such action may not lawfully be taken;

                  (ii) if the Trustee in good faith by its board of directors,
         executive committee or a committee of directors or Responsible Officers
         of the Trustee in good faith determines that such action would expose
         the Trustee to personal liability to Holders of any Outstanding series
         of Securities; or

                  (iii) if the issue of such Securities pursuant to this
         Indenture will affect the Trustee's own rights, duties and immunities
         under the Securities and this Indenture or otherwise in a manner which
         is not reasonably acceptable to the Trustee.

                                       22
<PAGE>   30
                  If NiSource Finance shall establish pursuant to Section 301
that the Securities of a series are to be issued in whole or in part in the form
of one or more Global Securities, then NiSource Finance shall execute and the
Trustee shall, in accordance with this Section and the Order of NiSource Finance
with respect to such series, authenticate and deliver one or more Global
Securities in permanent form that (i) shall represent and shall be denominated
in an amount equal to the aggregate principal amount of the Outstanding
Securities of such series to be represented by such Global Security or
Securities, (ii) shall be registered, if in registered form, in the name of the
Depositary for such Global Security or Securities or the nominee of such
Depositary, (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary's instruction and (iv) shall bear a legend as
required by Section 204.

                  Each Registered Security shall be dated the date of its
authentication. Each Global Security, each Bearer Security and any temporary
Bearer Security in global form shall be dated as of the date specified as
contemplated by Section 301.

                  No Security or related coupon shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there
appears on such Security a certificate of authentication substantially in the
form provided for herein executed by the Trustee by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture. Except as permitted by
Section 306 or 307, the Trustee shall not authenticate and deliver any Bearer
Security unless all appurtenant coupons for interest then matured and paid or
payment duly provided for have been detached and canceled.

                  SECTION 304. TEMPORARY SECURITIES. Pending the preparation of
definitive Securities of any series, NiSource Finance may execute, and upon an
Order of NiSource Finance the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued, in registered
form or, if authorized, in bearer form with one or more coupons or without
coupons, and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities (but which do not affect the
rights or duties of the Trustee). In the case of Bearer Securities of any
series, such temporary Securities may be in global form, representing all of the
outstanding Bearer Securities of such series.

                  Except in the case of temporary Securities in global form,
which shall be exchanged in accordance with the provisions thereof, if temporary
Securities of any series are issued, NiSource Finance will cause definitive
Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of
NiSource Finance in a Place of Payment for that series, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Securities
of any series (accompanied by any unmatured coupons appertaining thereto),
NiSource Finance shall execute and the Trustee shall authenticate and deliver in
exchange therefor (at an office

                                       23
<PAGE>   31
or agency of NiSource Finance in the case of Bearer Securities) a like principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor; provided, that no definitive Bearer Security shall be
delivered in exchange for a temporary Registered Security; and provided further,
that no definitive Bearer Security shall be delivered in exchange for a
temporary Bearer Security unless the Trustee shall have received from the Person
entitled to receive the definitive Bearer Security a certificate in the form
required by Section 311. Until so exchanged, the temporary Securities of any
series, including temporary Securities in global form, shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series.

                  SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND
EXCHANGE. NiSource Finance shall cause to be kept at one of its offices or
agencies designated pursuant to Section 1002 a register (referred to as the
"SECURITY REGISTER") in which, subject to such reasonable regulations as it may
prescribe, NiSource Finance shall provide for the registration of Registered
Securities of each series and of transfers and exchanges of Registered
Securities of such series. Said office or agency is hereby appointed the
security registrar (referred to as the "SECURITY REGISTRAR") for the purpose of
registering Registered Securities of each series and transfers and exchanges of
Registered Securities of such series as herein provided.

                  Upon surrender for registration of transfer of any Registered
Security of any series at the office or agency in a Place of Payment maintained
for such purpose for such series, NiSource Finance shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Registered Securities of the same series, Stated
Maturity and original issue date, of any authorized denominations and of like
tenor and aggregate principal amount.

                  At the option of the Holder, Registered Securities of any
series (except a Global Security representing all or a portion of such series)
may be exchanged for Registered Securities of the same series, Stated Maturity
and original issue date, of any authorized denominations and of like tenor and
aggregate principal amount, upon surrender of the Securities to be exchanged at
any such office or agency.

                  At the option of the Holder, Bearer Securities of any series
may be exchanged for Registered Securities of the same series, Stated Maturity
and original issue date, of any authorized denominations and of like tenor and
aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at any such office or agency, with all unmatured coupons and all
matured coupons in default thereto appertaining. If the Holder of a Bearer
Security is unable to produce any such unmatured coupon or coupons or matured
coupon or coupons in default, such exchange may be effected if the Bearer
Securities are accompanied by payment in funds acceptable to NiSource Finance
and the Trustee in an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons may be waived by
NiSource Finance and the Trustee if there be furnished to them such security or
indemnity as they may require to save each of them and any Paying Agent
harmless. If thereafter the Holder of such Security shall surrender to any
Paying Agent any such missing coupon in respect of which such a payment shall
have been made, such Holder shall be entitled to receive the amount of such
payment; provided, that except as

                                       24
<PAGE>   32
otherwise provided in Section 1002, interest represented by coupons shall be
payable only upon presentation and surrender of those coupons at an office or
agency located outside the United States. Notwithstanding the foregoing, in case
a Bearer Security of any series is surrendered at any such office or agency in
exchange for a Registered Security of the same series after the close of
business at such office or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at such
office or agency on the related date for payment of Defaulted Interest, such
Bearer Security shall be surrendered without the coupon relating to such
Interest Payment Date or proposed date of payment, as the case may be.

                  Whenever any Securities are so surrendered for exchange,
NiSource Finance shall execute, and the Trustee shall authenticate and deliver,
the Securities which the Holder making the exchange is entitled to receive.

                  All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of NiSource Finance,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Securities surrendered upon such registration of transfer or
exchange.

                  Every Registered Security presented or surrendered for
registration of transfer or for exchange shall (if so required by NiSource
Finance or the Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to NiSource Finance and the Security
Registrar duly executed, by the Holder thereof or his attorney duly authorized
in writing.

                  No service charge shall be made for any registration of
transfer or exchange of Securities, but NiSource Finance may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906 or 1107 not
involving any transfer.

                  NiSource Finance shall not be required (i) to issue, to
register the transfer of or to exchange Securities of any series during a period
of 15 Business Days immediately preceding the date notice is given identifying
the serial numbers of the Securities of that series called for redemption, or
(ii) to issue, to register the transfer of or to exchange any Registered
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part, or (iii) to exchange any Bearer
Security so selected for redemption except that such a Bearer Security may be
exchanged for a Registered Security of that series, provided, that such
Registered Security shall be immediately surrendered for redemption with written
instruction for payment consistent with the provisions of this Indenture.

                  Notwithstanding the foregoing, except as otherwise specified
as contemplated by Section 301, any Global Security shall be exchangeable
pursuant to this Section 305 or Sections 304, 306, 906 or 1107 for Securities
registered in the name of, and a transfer of a Global Security of any series may
be registered to, any Person other than the Depositary for such Global Security
or its nominee only if:

                                       25
<PAGE>   33
                  (i) such Depositary notifies NiSource Finance that it is
         unwilling or unable to continue as Depositary for such Global Security
         or if at any time such Depositary ceases to be a clearing agency
         registered under the Securities Exchange Act of 1934, as amended, and a
         successor Depositary is not appointed by NiSource Finance within 90
         days;

                  (ii) NiSource Finance executes and delivers to the Trustee an
         Order of NiSource Finance that such Global Security shall be so
         exchangeable and the transfer thereof so registrable; or

                  (iii) there shall have occurred and be continuing an Event of
         Default or an event which, with the giving of notice or lapse of time,
         would constitute an Event of Default with respect to the Securities of
         such series.

Upon the occurrence in respect of any Global Security of any series of any one
or more of the conditions specified in clauses (i), (ii) or (iii) of the
preceding sentence or such other conditions as may be specified as contemplated
by Section 301 for such series, then without unnecessary delay, but in any event
not later than the earliest date on which such interests may be so exchanged,
NiSource Finance shall deliver to the Trustee definitive Securities of that
series in aggregate principal amount equal to the principal amount of such
Global Security, executed by NiSource Finance.

                  On or after the earliest date on which such interests may be
so exchanged, such Global Securities shall be surrendered from time to time by
the Depositary and in accordance with instructions given to the Trustee and the
Depositary (which instructions shall be in writing but need not be contained in
or accompanied by an Officers' Certificate or be accompanied by an Opinion of
Counsel), as shall be specified in the Order of NiSource Finance with respect
thereto to the Trustee, as NiSource Finance's agent for such purpose, to be
exchanged, in whole or in part, for definitive Securities of the same series
without service charge. The Trustee shall authenticate and make available for
delivery, in exchange for each portion of such surrendered Global Security, a
like aggregate principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such Global
Security to be exchanged which (unless the Securities of the series are not
issuable both as Bearer Securities and as Registered Securities, in which case
the definitive Securities exchanged for the Global Security shall be issuable
only in the form in which the Securities are issuable, as specified as
contemplated by Section 301) shall be in the form of Bearer Securities or
Registered Securities, or any combination thereof, as shall be specified by the
beneficial owner thereof; provided, that no such exchanges may occur during a
period beginning at the opening of business 15 Business Days before any
selection of Securities of that series to be redeemed and ending on the relevant
Redemption Date; and provided further, that (unless otherwise specified as
contemplated by Section 301) no Bearer Security delivered in exchange for a
portion of a Global Security shall be mailed or otherwise delivered to any
location in the United States.

                  Promptly following any such exchange in part, such Global
Security shall be returned by the Trustee to the Depositary in accordance with
the instructions of NiSource Finance referred to above. If a Registered Security
is issued in exchange for any portion of a Global Security after

                                       26
<PAGE>   34
the close of business at the office or agency where such exchange occurs on (i)
any Regular Record Date for such Security and before the opening of business at
such office or agency on the next Interest Payment Date, or (ii) any Special
Record Date for such Security and before the opening of business at such office
or agency on the related proposed date for payment of interest or Defaulted
Interest, as the case may be, interest shall not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of
such Registered Security, but shall be payable on such Interest Payment Date or
proposed date for payment, as the case may be, only to the Person to whom
interest in respect of such portion of such Global Security is payable in
accordance with the provisions of this Indenture.

                  SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.
If any mutilated Security or a Security with a mutilated coupon appertaining to
it is surrendered to the Trustee, NiSource Finance shall execute and the Trustee
shall authenticate and deliver in exchange therefor a new Security of the same
series, Stated Maturity and original issue date, and of like tenor and principal
amount and bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to the surrendered Security.

                  If there shall be delivered to NiSource Finance and the
Trustee (i) evidence to their satisfaction of the destruction, loss or theft of
any Security or coupon and (ii) such security or indemnity as may be required by
them to save each of them and any agent of either of them harmless, then, in the
absence of notice to NiSource Finance or the Trustee that such Security or
coupon has been acquired by a bona fide purchaser, NiSource Finance shall
execute and upon its Request the Trustee shall authenticate and deliver, in lieu
of any such destroyed, lost or stolen Security or in exchange for the Security
to which a destroyed, lost or stolen coupon appertains (with all appurtenant
coupons not destroyed, lost or stolen), a new Security of the same series,
Stated Maturity and original issue date, and of like tenor and principal amount
and bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to such destroyed, lost or
stolen Security or to the Security to which such destroyed, lost or stolen
coupon appertains.

                  In case any such mutilated, destroyed, lost or stolen Security
or coupon has become or is about to become due and payable, NiSource Finance in
its discretion may, instead of issuing a new Security, pay such Security or
coupon; provided, that payment of principal of (and premium, if any) and any
interest on Bearer Securities shall, except as otherwise provided in Section
1002, be payable only at an office or agency located outside the United States;
and provided further, that with respect to any such coupons, interest
represented thereby (but not any additional amounts payable as provided in
Section 1004), shall be payable only upon presentation and surrender of the
coupons appertaining thereto.

                  Upon the issuance of any new Security under this Section,
NiSource Finance may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.


                                       27
<PAGE>   35
                  Every new Security of any series, with its coupons, if any,
issued pursuant to this Section in lieu of any mutilated, destroyed, lost or
stolen Security, or in exchange for a Security to which a destroyed, lost or
stolen coupon appertains, shall constitute an original additional contractual
obligation of NiSource Finance, whether or not the mutilated, destroyed, lost or
stolen Security and its coupons, if any, or the mutilated, destroyed, lost or
stolen coupon shall be at any time enforceable by anyone, and any such new
Security and coupons, if any, shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that
series and their coupons, if any, duly issued hereunder.

                  The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities or
coupons.

                  SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.
Unless otherwise provided as contemplated by Section 301 with respect to any
series of Securities, interest on any Registered Security which is payable, and
is punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest. Interest, if any, is paid on Bearer Securities to Holders of
coupons. In case a Bearer Security of any series is surrendered in exchange for
a Registered Security of such series after the close of business (at an office
or agency in a Place of Payment for such series) on any Regular Record Date and
before the opening of business (at such office or agency) on the next succeeding
Interest Payment Date, such Bearer Security shall be surrendered without the
coupon relating to such Interest Payment Date and interest will not be payable
on such Interest Payment Date in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only to the Holder of
such coupon when due in accordance with the provisions of this Indenture.

                  Any interest on any Registered Security of any series which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called "Defaulted Interest") shall forthwith cease to be
payable to the Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by NiSource Finance,
at its election in each case, as provided in clause (1) or (2) below:

                  (1) NiSource Finance may elect to make payment of any
         Defaulted Interest to the Persons in whose names the Registered
         Securities of such series (or their respective Predecessor Securities)
         are registered at the close of business on a Special Record Date for
         the payment of such Defaulted Interest, which shall be fixed in the
         following manner. NiSource Finance shall notify the Trustee in writing
         of the amount of Defaulted Interest proposed to be paid on each
         Registered Security of such series and the date of the proposed
         payment, and at the same time NiSource Finance shall deposit with the
         Trustee an amount of money equal to the aggregate amount proposed to be
         paid in respect of such Defaulted Interest or shall make arrangements
         satisfactory to the Trustee for such deposit prior to the date of the
         proposed payment, such money when deposited to be held in trust for the
         benefit of the Persons entitled to such Defaulted Interest as provided
         in this clause. Thereupon the

                                       28
<PAGE>   36
         Trustee shall fix a Special Record Date for the payment of such
         Defaulted Interest which shall be not more than 15 days and not less
         than 10 days prior to the date of the proposed payment and not less
         than 10 days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee shall promptly notify NiSource Finance of
         such Special Record Date and, in the name and at the expense of
         NiSource Finance, shall cause notice of the proposed payment of such
         Defaulted Interest and the Special Record Date therefor to be mailed,
         first-class postage prepaid, to each Holder of Registered Securities of
         such series at the address of such Holder as it appears in the Security
         Register, not less than 10 days prior to such Special Record Date. The
         Trustee may, in its discretion, in the name and at the expense of
         NiSource Finance, cause a similar notice to be published at least once
         in an Authorized Newspaper in each Place of Payment, but such
         publication shall not be a condition precedent to the establishment of
         such Special Record Date. Notice of the proposed payment of such
         Defaulted Interest and the Special Record Date therefor having been so
         mailed, such Defaulted Interest shall be paid to the Persons in whose
         names the Registered Securities of such series (or their respective
         Predecessor Securities) are registered at the close of business on such
         Special Record Date and shall no longer be payable pursuant to the
         following clause (2). In case a Bearer Security of any series is
         surrendered at the office or agency in a Place of Payment for such
         series in exchange for a Registered Security of such series after the
         close of business at such office or agency on any Special Record Date
         and before the opening of business at such office or agency on the
         related proposed date for payment of Defaulted Interest, such Bearer
         Security shall be surrendered without the coupon relating to such
         proposed date of payment and Defaulted Interest will not be payable on
         such proposed date of payment in respect of the Registered Security
         issued in exchange for such Bearer Security, but will be payable only
         to the Holder of such coupon when due in accordance with the provisions
         of this Indenture.

                  (2) NiSource Finance may make payment of any Defaulted
         Interest on the Securities of any series in any other lawful manner not
         inconsistent with the requirements of any securities exchange on which
         such Securities may be listed, and upon such notice as may be required
         by such exchange, if, after notice given by NiSource Finance to the
         Trustee of the proposed payment pursuant to this clause, such manner of
         payment shall be deemed practicable by the Trustee.

                  Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

                  SECTION 308. PERSONS DEEMED OWNERS. Prior to due presentment
of a Registered Security for registration of transfer, NiSource Finance, the
Trustee and any agent of NiSource Finance or the Trustee may deem and treat the
Person in whose name such Registered Security is registered as the absolute
owner of such Registered Security for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Section 307) interest on such
Security and for all other purposes whatsoever, whether or not such Security be
overdue, and neither NiSource

                                       29
<PAGE>   37
Finance, the Trustee nor any agent of NiSource Finance or the Trustee shall be
affected by any notice to the contrary.

                  NiSource Finance, the Trustee and any agent of NiSource
Finance or the Trustee may treat the bearer of any Bearer Security and the
bearer of any coupon as the absolute owner of such Security or coupon for the
purpose of receiving payment thereof or on account thereof and for all other
purposes whatsoever, whether or not such Security or coupon be overdue, and
neither NiSource Finance, the Trustee nor any agent of NiSource Finance or the
Trustee shall be affected by notice to the contrary.

                  No holder of any beneficial interest in any Global Security
held on its behalf by a Depositary (or its nominee) shall have any rights under
this Indenture with respect to such Global Security or any Security represented
thereby, and such Depositary may be treated by NiSource Finance, the Trustee,
and any agent of NiSource Finance or the Trustee as the owner of such Global
Security or any Security represented thereby for all purposes whatsoever. None
of NiSource Finance, the Trustee, any Paying Agent or the Security Registrar
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests of a Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

                  SECTION 309. CANCELLATION. All Securities and coupons
surrendered for payment, redemption, registration of transfer or exchange or for
credit against any sinking fund payment shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee and shall be promptly
canceled by the Trustee. NiSource Finance may at any time deliver to the Trustee
for cancellation any Securities previously authenticated and delivered hereunder
which NiSource Finance may have acquired in any manner whatsoever, and all
Securities so delivered shall be promptly canceled by the Trustee. No Securities
shall be authenticated in lieu of or in exchange for any Securities canceled as
provided in this Section, except as expressly permitted by this Indenture. All
canceled Securities and coupons held by the Trustee shall be destroyed and
certification of their destruction delivered to NiSource Finance, unless an
Order of NiSource Finance shall direct that canceled Securities be returned to
NiSource Finance.

                  The repayment of any principal amount of Securities pursuant
to such option of the Holder to require repayment of Securities before their
Stated Maturity, for purposes of this Section 309, shall not operate as a
payment, redemption or satisfaction of the indebtedness represented by such
Securities unless and until NiSource Finance, at its option, shall deliver or
surrender the same to the Trustee with an Order that such Securities be
canceled.

                  SECTION 310. COMPUTATION OF INTEREST. Except as otherwise
specified as contemplated by Section 301(4) for Securities of any series,
interest on the Securities of each series shall be computed on the basis of a
360-day year consisting of twelve 30-day months.

                  SECTION 311. FORM OF CERTIFICATION BY A PERSON ENTITLED TO
RECEIVE A BEARER SECURITY. Whenever any provision of this Indenture or the form
of Security contemplates that

                                       30
<PAGE>   38
certification be given by a Person entitled to receive a Bearer Security, such
certification shall be provided substantially in the form of the following
certificate, with only such changes as shall be approved by NiSource Finance and
of which NiSource Finance shall have given written notice to the Trustee:

                       [Form of Certificate to Be Given By
                   Person Entitled to Receive Bearer Security]

                                   Certificate

                               [Name of Security]

                  This is to certify that the above-captioned Security is not
being acquired by or on behalf of a United States person, or for offer to resell
or for resale to a United States person, or, if a beneficial interest in the
Security is being acquired by a United States person, that such person is a
financial institution or is acquiring through a financial institution and that
the Security is held by a financial institution that has agreed in writing to
comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder and that such
person or financial institution is not purchasing for offer to resell or for
resale within the United States. If this certificate is being provided by a
clearing organization, it is based on statements provided to it by its member
organizations. As used herein, "United States" means the United States of
America (including the States and the District of Columbia), its territories and
possessions and other areas subject to its jurisdiction, and "United States
person" means any citizen or resident of the United States, any corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof and any estate or trust the
income of which is subject to United States Federal income taxation regardless
of its source. If the undersigned is a dealer, the undersigned agrees to obtain
a similar certificate from each person entitled to delivery of any of the
above-captioned Securities in bearer form purchased from it; provided, that if
the undersigned has actual knowledge that the information contained in such a
certificate is false, the undersigned will not deliver a Security in temporary
or definitive bearer form to the person who signed such certificate
notwithstanding the delivery of such certificate to the undersigned.

                  We undertake to advise you by telecopy if the above statement
as to beneficial ownership is not correct on the date of delivery of the
above-captioned Securities in bearer form as to all of such Securities.

                  We understand that this certificate is required in connection
with certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.


Dated: __________, 20__                    ____________________________________


                                       31
<PAGE>   39
                  SECTION 312. CUSIP, ISIN AND COMMON CODE NUMBERS. NiSource
Finance in issuing the Securities may use "CUSIP", "ISIN" or "Common Code"
numbers (if then generally in use) and, if so, the Trustee shall use "CUSIP",
"ISIN" or "Common Code" numbers in notices of redemption as a convenience to
Holders; provided, however, that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers.


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

                  SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE. This
Indenture shall upon a Request of NiSource Finance cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange or
conversion of Securities herein expressly provided for, and any right to receive
additional amounts, as provided in Section 1004), and the Trustee, at the
expense of NiSource Finance, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when:

         (1)      either

                  (A) all Securities theretofore authenticated and delivered and
         all coupons appertaining thereto (other than (i) coupons appertaining
         to Bearer Securities surrendered for exchange for Registered Securities
         and maturing after such exchange, whose surrender is not required or
         has been waived as provided in Section 305, (ii) Securities and coupons
         which have been destroyed, lost or stolen and which have been replaced
         or paid as provided in Section 306, (iii) coupons appertaining to
         Securities called for redemption and maturing after the relevant
         Redemption Date, whose surrender has been waived as provided in Section
         1106, and (iv) Securities and coupons for whose payment money has
         theretofore been deposited in trust or segregated and held in trust by
         NiSource Finance and thereafter repaid to NiSource Finance or
         discharged from such trust, as provided in Section 1003) have been
         delivered to the Trustee for cancellation; or

                  (B) all such Securities not theretofore delivered to the
         Trustee for cancellation

                           (i)      have become due and payable, or

                           (ii) will become due and payable at their Stated
                  Maturity within one year, or


                                       32
<PAGE>   40
                           (iii) are to be called for redemption within one year
                  under arrangements satisfactory to the Trustee for the giving
                  of notice of redemption by the Trustee in the name, and at the
                  expense, of NiSource Finance,

         and NiSource Finance, in the case of (B)(i), (ii) or (iii) above, has
         deposited or caused to be deposited with the Trustee as trust funds in
         trust dedicated solely for such purpose an amount sufficient, without
         reinvestment, to pay and discharge the entire indebtedness on such
         Securities and coupons not theretofore delivered to the Trustee for
         cancellation, for principal (and premium, if any) and interest to the
         date of such deposit (in the case of Securities which have become due
         and payable) or to the Stated Maturity or Redemption Date, as the case
         may be;

                  (2) NiSource Finance has paid or caused to be paid all other
         sums payable hereunder by NiSource Finance; and

                  (3) NiSource Finance has delivered to the Trustee an Officers'
         Certificate of NiSource Finance and an Opinion of Counsel, each stating
         that all conditions precedent herein provided for relating to the
         satisfaction and discharge of this Indenture have been complied with.

                  In the event there are Securities of two or more series
hereunder, the Trustee shall be required to execute an instrument acknowledging
satisfaction and discharge of this Indenture only if requested to do so with
respect to Securities of all series as to which it is Trustee and if the other
conditions thereto are met. In the event there are two or more Trustees
hereunder, then the effectiveness of any such instrument shall be conditioned
upon receipt of such instruments from all Trustees hereunder.

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of NiSource Finance and the Parent to the Trustee
under Section 607, the obligations of the Trustee to any Authenticating Agent
under Section 614 and, if money shall have been deposited with the Trustee
pursuant to subclause (B) of clause (1) of this Section, the obligations of the
Trustee under Sections 305, 306, 402, 1002 and 1003 shall survive.

                  SECTION 402. APPLICATION OF TRUST MONEY. Subject to the
provision of the last paragraph of Section 1003, all money deposited with the
Trustee pursuant to Section 401 shall be held in trust and applied by it, in
accordance with the provisions of the Securities, the coupons and this
Indenture, to the payment, either directly or through any Paying Agent
(including NiSource Finance acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee, but such money need not be segregated from other funds, except to the
extent required by law.


                                       33
<PAGE>   41
                                  ARTICLE FIVE

                                    REMEDIES

                  SECTION 501. EVENTS OF DEFAULT. "EVENT OF DEFAULT," wherever
used herein with respect to Securities of any series, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

                  (1) NiSource Finance defaults in the payment of any interest
         (including any additional amounts due under Section 1004 as specified
         therein) upon any Security of that series when it becomes due and
         payable and continuance of such default for a period of 60 days; or

                  (2) NiSource Finance defaults in the payment of the principal
         (including any additional amounts due under Section 1004 as specified
         therein) of (or premium, if any, on) any Security of that series at its
         Maturity and continuance of such default for a period of three Business
         Days thereafter; or

                  (3) NiSource Finance defaults in the deposit of any sinking
         fund payment when and as due by the terms of a Security of that series
         and continuance of such default for a period of three Business Days
         thereafter; or

                  (4) NiSource Finance or the Parent defaults in the performance
         or breach of any covenant or warranty of NiSource Finance or the
         Parent, as the case may be, in this Indenture (other than a covenant or
         warranty a default in whose performance or whose breach is elsewhere in
         this Section specifically dealt with or which has expressly been
         included in or pursuant to this Indenture solely for the benefit of one
         or more series of Securities other than that series), and continuance
         of such default or breach for a period of 90 days after there has been
         given, by registered or certified mail, to NiSource Finance and the
         Parent by the Trustee, or to NiSource Finance, the Parent and the
         Trustee by the Holders of at least 33% in principal amount of the
         Outstanding Securities of that series, a written notice specifying such
         default or breach and requiring it to be remedied and stating that such
         notice is a "Notice of Default" hereunder; or

                  (5) a default under any bond, debenture, note or other
         evidence of indebtedness for money borrowed by NiSource Finance
         (including a default with respect to Securities of any series other
         than that series) or under any mortgage, indenture or instrument under
         which there may be issued or by which there may be secured or evidenced
         any indebtedness for money borrowed by NiSource Finance (including this
         Indenture) or NiSource Capital Markets, whether such indebtedness now
         exists or shall hereafter be created, which default shall constitute a
         failure to pay in excess of $50,000,000 of the principal or interest of
         such indebtedness when due and payable after the expiration of any
         applicable grace period with


                                       34
<PAGE>   42
         respect thereto or shall have resulted in such indebtedness in an
         amount in excess of $50,000,000 becoming or being declared due and
         payable prior to the date on which it would otherwise have become due
         and payable, without such indebtedness having been discharged or such
         acceleration having been rescinded or annulled within a period of 60
         days after there shall have been given, by registered or certified
         mail, to NiSource Finance and the Parent by the Trustee or to NiSource
         Finance, the Parent and the Trustee by the Holders of at least 33% in
         principal amount of the Outstanding Securities of that series a written
         notice specifying such default and requiring NiSource Finance to cause
         such indebtedness to be discharged or cause such acceleration to be
         rescinded or annulled and stating that such notice is a "Notice of
         Default" hereunder; provided, that subject to the provisions of
         Sections 601 and 602, the Trustee shall not be deemed to have knowledge
         of such default unless either (A) a Responsible Officer of the Trustee
         assigned to Capital Markets Fiduciary Services (or any successor
         division or department of the Trustee) shall have actual knowledge of
         such default or (B) the Trustee shall have received written notice
         thereof from NiSource Finance, from any Holder, from the holder of any
         such indebtedness or from the trustee under any such mortgage,
         Indenture or other instrument; or

                  (6) the Security Guarantee shall be held in any judicial
         proceeding to be unenforceable or invalid or shall cease for any reason
         to be in full force and effect or the Parent, or any Person acting on
         behalf of the Parent, shall deny or disaffirm its obligations under its
         Security Guarantee; or

                  (7) the entry by a court having jurisdiction in the premises
         of (A) a decree or order for relief in respect of NiSource Finance,
         NiSource Capital Markets or the Parent in an involuntary case or
         proceeding under any applicable Federal or State bankruptcy,
         insolvency, reorganization or other similar law or (B) a decree or
         order adjudging NiSource Finance, NiSource Capital Markets or the
         Parent a bankrupt or insolvent, or approving as properly filed a
         petition by one or more Persons other than NiSource Finance, NiSource
         Capital Markets or the Parent or any of their Affiliates seeking
         reorganization, arrangement, adjustment or composition of or in respect
         of NiSource Finance, NiSource Capital Markets or the Parent under any
         applicable Federal or State law, or appointing a custodian, receiver,
         liquidator, assignee, trustee, sequestrator or other similar official
         for NiSource Finance, NiSource Capital Markets or the Parent or for any
         substantial part of the property of NiSource Finance, NiSource Capital
         Markets or the Parent, or ordering the liquidation or winding up of the
         affairs of NiSource Finance, NiSource Capital Markets or the Parent,
         and the continuance of any such decree or order for relief or any such
         other decree or order unstayed and in effect for a period of 90
         consecutive days; or

                  (8) the commencement by NiSource Finance, NiSource Capital
         Markets or Parent of a case or proceeding under any applicable Federal
         or State bankruptcy, insolvency, reorganization or other similar law or
         of any other case or proceeding to be adjudicated a bankrupt or
         insolvent, or the consent by it to the entry of a decree or order for
         relief in respect of it in a case or proceeding under any applicable
         Federal or State bankruptcy, insolvency, reorganization or other
         similar law or to the commencement of any bankruptcy or insolvency


                                       35
<PAGE>   43
         case or proceeding against it, or the filing by it of a petition or
         answer or consent seeking reorganization or relief under any applicable
         Federal or State law, or the consent by it to the filing of such
         petition or to the appointment of or taking possession by a custodian,
         receiver, liquidator, assignee, trustee, sequestrator or similar
         official in respect of it or any substantial part of its property, or
         the making by it of an assignment for the benefit of creditors, or its
         admission in writing of its inability to pay its debts generally as
         they become due, or its taking of corporate action in furtherance of
         any such action; or

                  (9) any other Event of Default provided with respect to
         Securities of that series.

                  SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND
ANNULMENT. If an Event of Default with respect to Securities of any series at
the time Outstanding occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 33% in principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
the Securities of that series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of that series)
of all of the Securities of that series to be due and payable immediately, by a
notice in writing to NiSource Finance and the Parent (and to the Trustee if
given by Holders), and upon any such declaration such principal amount (or
specified amount) shall become immediately due and payable.

                  At any time after such a declaration of acceleration with
respect to Securities of any series has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article provided, the Holders of a majority in principal
amount of the Outstanding Securities of that series, by written notice to
NiSource Finance, the Parent and the Trustee, may rescind and annul such
declaration and its consequences if:

                  (1) NiSource Finance or the Parent has paid or deposited with
         the Trustee a sum sufficient to pay:

                           (A) all overdue interest on all Securities of that
                  series;

                           (B) the principal of (and premium, if any, on) any
                  Securities of that series which have become due otherwise than
                  by such declaration of acceleration and interest thereon at
                  the rate or rates prescribed therefor in such Securities;

                           (C) to the extent that payment of such interest is
                  lawful, interest upon overdue interest at the rate or rates
                  prescribed therefor in such Securities; and

                           (D) all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel, and any other amounts due to the Trustee under
                  Section 607;

         and


                                       36
<PAGE>   44
                  (2) all Events of Default with respect to Securities of that
         series, other than the non-payment of the principal of Securities of
         that series which have become due solely by such declaration of
         acceleration, have been cured or waived as provided in Section 513.

                  No such rescission and annulment shall affect any subsequent
default or impair any right consequent thereon.

                  SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR
ENFORCEMENT BY TRUSTEE. NiSource Finance covenants that if:

                  (1) default is made in the payment of any interest on any
         Security when such interest becomes due and payable and such default
         continues for a period of 30 days, or

                  (2) default is made in the payment of the principal of (or
         premium, if any, on) any Security at the Maturity thereof and such
         default continues for a period of three Business Days,

NiSource Finance will, upon demand of the Trustee, pay to it, for the benefit of
the Holders of such Securities and coupons, the whole amount then due and
payable on such Securities and coupons for principal (and premium, if any) and
interest, with interest on any overdue principal (and premium, if any) and on
any overdue interest, to the extent that payment of such interest shall be
legally enforceable, at the rate or rates prescribed therefor in such
Securities, and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due to the Trustee under Section 607.

                  If NiSource Finance fails to pay such amounts forthwith upon
such demand, the Trustee, in its own name and as trustee of an express trust,
may institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree, and may
enforce the same against NiSource Finance, the Parent (pursuant to Article
Fifteen) or any other obligor upon such Securities and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of NiSource Finance, the Parent (subject to the limitations set forth
in Article Fifteen) or any other obligor upon such Securities, wherever
situated.

                  If an Event of Default with respect to Securities of any
series occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities of
such series and any related coupons by such appropriate judicial proceedings as
the Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture, or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.

                  SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to NiSource Finance, the Parent or any other


                                       37
<PAGE>   45
obligor upon the Securities or the property of NiSource Finance, the Parent or
of such other obligor or their creditors, the Trustee (irrespective of whether
the principal of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand on NiSource Finance, the Parent or any other obligor
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise:

                  (i) to file and prove a claim for the whole amount of
         principal (and premium, if any) and interest owing and unpaid in
         respect of the Securities and to file such other papers or documents as
         may be necessary or advisable in order to have the claims of the
         Trustee (including any claim for the reasonable compensation, expenses,
         disbursements and advances of the Trustee, its agents and counsel, and
         any other amounts due to the Trustee under Section 607) and of the
         Holders of Securities and coupons allowed in such judicial proceeding;
         and

                  (ii) to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities and coupons to make such payments to the Trustee and,
in the event that the Trustee shall consent to the making of such payments
directly to the Holders of Securities and coupons, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder of
a Security or coupon any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or coupons or the rights of any Holder
thereof or to authorize the Trustee to vote in respect of the claim of any
Holder of a Security or coupon in any such proceeding.

                  SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES OR COUPONS. All rights of action and claims under this Indenture or
the Securities or coupons may be prosecuted and enforced by the Trustee without
the possession of any of the Securities or coupons or the production thereof in
any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Securities and
coupons in respect of which such judgment has been recovered.

                  SECTION 506. APPLICATION OF MONEY COLLECTED. Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (or premium, if any)


                                       38
<PAGE>   46
or interest, upon presentation of the Securities or coupons, or both, as the
case may be, and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
         Section 607; and

                  SECOND: To the payment of the amounts then due and unpaid for
         principal of (and premium, if any) and interest on the Securities and
         coupons in respect of which or for the benefit of which such money has
         been collected, ratably, without preference or priority of any kind,
         according to the amounts due and payable on such Securities and coupons
         for principal (and premium, if any) and interest, respectively; and

                  THIRD: To NiSource Finance, or the Parent, as the case may be.

                  SECTION 507. LIMITATION ON SUITS. No Holder of any Security of
any series or any related coupons shall have any right to institute any
proceeding, judicial or otherwise with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:

                  (1) such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the Securities of that
series;

                  (2) the Holders of not less than a majority in principal
amount of the Outstanding Securities of that series shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default in its own name as Trustee hereunder;

                  (3) such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be incurred
in compliance with such request;

                  (4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; and

                  (5) no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture except in the
manner herein provided and for the equal and ratable benefit of all of such
Holders.

                  SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
PRINCIPAL, PREMIUM AND INTEREST. Notwithstanding any other provision in this
Indenture, the Holder of any Security or coupon shall have the right, which is
absolute and unconditional, to receive payment of the principal


                                       39
<PAGE>   47
of (and premium, if any) and (subject to Section 307) interest on such Security
or payment of such coupon on the Stated Maturity or Maturities expressed in such
Security or coupon (or, in the case of redemption, on the Redemption Date) and
to institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

                  SECTION 509. RESTORATION OF RIGHTS AND REMEDIES. If the
Trustee or any Holder of a Security or coupon has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, NiSource Finance, the Parent, the Trustee and
the Holders of Securities and coupons shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

                  SECTION 510. RIGHTS AND REMEDIES CUMULATIVE. Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or coupons in the last paragraph of Section
306, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders of Securities or coupons is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise shall,
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

                  SECTION 511. DELAY OR OMISSION NOT WAIVER. No delay or
omission of the Trustee or of any Holder of any Security or coupon to exercise
any right or remedy accruing upon any Event of Default shall impair any such
right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders of Securities or coupons may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders of Securities or coupons, as the case may be.

                  SECTION 512. CONTROL BY HOLDERS OF SECURITIES. The Holders of
a majority in principal amount of the Outstanding Securities of any series shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, with respect to the Securities of such series;
provided, that:

                  (1) such direction shall not be in conflict with any rule of
         law or with this Indenture, expose the Trustee to personal liability or
         be unduly prejudicial to Holders not joined therein; and

                  (2) the Trustee may take any other action deemed proper by the
         Trustee which is not inconsistent with such direction.


                                       40
<PAGE>   48
                  SECTION 513. WAIVER OF PAST DEFAULTS. The Holders of not less
than a majority in principal amount of the Outstanding Securities of any series
may on behalf of the Holders of all the Securities of such series and any
related coupons waive any past default hereunder with respect to such series and
its consequences, except a default:

                  (1) in the payment of the principal of (or premium, if any) or
         interest on any Security of such series; or

                  (2) in respect of a covenant or provision hereof which under
         Article Nine cannot be modified or amended without the consent of the
         Holder of each Outstanding Security of such series affected.

                  Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

                  SECTION 514. UNDERTAKING FOR COSTS. All parties to this
Indenture agree, and each Holder of any Security or coupon by his acceptance
thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities of
any series, or to any suit instituted by any Holder of any Security or coupon
for the enforcement of the payment of the principal of (or premium, if any) or
interest on any Security or the payment of any coupon on or after the Stated
Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

                  SECTION 515. WAIVER OF STAY OR EXTENSION LAWS. Each of
NiSource Finance and the Parent covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law
wherever enacted, now or at any time hereafter in force which may affect the
covenants or the performance of this Indenture; and each of NiSource Finance and
the Parent (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.


                                       41
<PAGE>   49
                                   ARTICLE SIX

                                   THE TRUSTEE

                  SECTION 601.  CERTAIN DUTIES AND RESPONSIBILITIES.

                  (a) Except during the continuance of an Event of Default with
respect to Securities of any series:

                           (1) the Trustee undertakes to perform, with respect
                  to Securities of such series, such duties and only such duties
                  as are specifically set forth in this Indenture, and no
                  implied covenants or obligations shall be read into this
                  Indenture against the Trustee; and

                           (2) in the absence of bad faith on its part, the
                  Trustee may, with respect to Securities of such series,
                  conclusively rely, as to the truth of the statements and the
                  correctness of the opinions expressed therein, upon
                  certificates or opinions furnished to the Trustee and
                  conforming to the requirements of this Indenture; but in the
                  case of any such certificates or opinions which by any
                  provision hereof are specifically required to be furnished to
                  the Trustee, the Trustee shall be under a duty to examine the
                  same to determine whether or not they conform to the
                  requirements of this Indenture.

                  (b) In case an Event of Default with respect to Securities of
         any series has occurred and is continuing, the Trustee shall exercise,
         with respect to Securities of such series, such of the rights and
         powers vested in it by this Indenture, and use the same degree of care
         and skill in their exercise, as a prudent man would exercise or use
         under the circumstances in the conduct of his own affairs.

                  (c) No provision of this Indenture shall be construed to
         relieve the Trustee from liability for its own negligent action, its
         own negligent failure to act, or its own wilful misconduct, except
         that:

                           (1) this subsection shall not be construed to limit
                  the effect of subsection (a) of this Section;

                           (2) the Trustee shall not be liable for any error of
                  judgment made in good faith by a Responsible Officer, unless
                  it shall be proved that the Trustee was negligent in
                  ascertaining the pertinent facts;

                           (3) the Trustee shall not be liable with respect to
                  any action taken or omitted to be taken by it in good faith in
                  accordance with the direction of the Holders of a majority in
                  principal amount of the Outstanding Securities of any series
                  relating to the time, method and place of conducting any
                  proceeding for any remedy available


                                       42
<PAGE>   50
                  to the Trustee, or exercising any trust or power conferred
                  upon the Trustee, under this Indenture with respect to the
                  Securities of such series; and

                           (4) no provision of this Indenture shall require the
                  Trustee to expend or risk its own funds or otherwise incur any
                  financial liability in the performance of any of its duties
                  hereunder, or in the exercise of any of its rights or powers,
                  if it shall have reasonable grounds for believing that
                  repayment of such funds or adequate indemnity against such
                  risk or liability is not reasonably assured to it.

                  (d) Whether or not therein expressly so provided, every
         provision of this Indenture relating to the conduct or affecting the
         liability of or affording protection to the Trustee shall be subject to
         the provisions of this Section.

                  SECTION 602. NOTICE OF DEFAULTS. Within 90 days after the
occurrence of any default hereunder with respect to the Securities of any
series, the Trustee shall transmit, in the manner and to the extent provided in
Section 313(c) of the Trust Indenture Act, notice of all such defaults hereunder
known to the Trustee, unless such default shall have been cured or waived;
provided, that except in the case of a default in the payment of the principal
of (or premium, if any) or interest on any Security of such series or in the
payment of any sinking fund installment with respect to Securities of such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a committee of directors
or Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Holders of Securities of
such series; and provided further, that in the case of any default of the
character specified in Section 501(4) with respect to Securities of such series,
no such notice to Holders shall be given until at least 30 days after the
occurrence thereof. For the purpose of this Section, the term "default" means
any event which is, or after notice or lapse of time or both would become, an
Event of Default with respect to Securities of such series.

                  SECTION 603. CERTAIN RIGHTS OF TRUSTEE. Subject to Sections
315(a) through 315(d) of the Trust Indenture Act:

                  (a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, coupon, other evidence of indebtedness or other paper or document believed
by it to be genuine and to have been signed or presented by the proper party or
parties;

                  (b) any request or direction of NiSource Finance or the Parent
mentioned herein shall be sufficiently evidenced by a Request or Order and any
resolution of the Board of Directors of NiSource Finance or the Parent shall be
sufficiently evidenced by a Board Resolution;

                  (c) whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action


                                       43
<PAGE>   51
hereunder, the Trustee (unless other evidence be herein specifically prescribed)
may, in the absence of bad faith on its part, rely upon an Officers'
Certificate;

                  (d) the Trustee may consult with counsel and the advice of
such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon;

                  (e) the Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders of Securities of any series pursuant to this
Indenture, unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;

                  (f) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, coupon, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of NiSource Finance or the
Parent personally or by agent or attorney;

                  (g) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed with due care by it
hereunder; and

                  (h) except as otherwise provided in Section 501(5), the
Trustee shall not be charged with knowledge of any Event of Default with respect
to the Securities of any series for which it is acting as Trustee unless either
(1) a Responsible Officer of the Trustee assigned to Capital Markets Fiduciary
Services (or any successor division or department of the Trustee) shall have
actual knowledge of the Event of Default or (2) written notice of such Event of
Default shall have been given to the Trustee by NiSource Finance, any other
obligor on such Securities or by any Holder of such Securities.

                  SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
SECURITIES. The recitals contained herein and in the Securities (except the
Trustee's certificates of authentication) and in any coupons shall be taken as
the statements of NiSource Finance, and the Trustee or any Authenticating Agent
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility and Qualification on Form T-1 supplied to NiSource
Finance are true and accurate, subject to the qualifications set forth therein.
The Trustee or any Authenticating Agent shall not be accountable for the use or
application by NiSource Finance of Securities or the proceeds thereof.


                                       44
<PAGE>   52
                  SECTION 605. MAY HOLD SECURITIES. The Trustee, any
Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of NiSource Finance, in its individual or any other capacity, may become
the owner or pledgee of Securities and coupons and, subject to Sections 310(b)
and 311 of the Trust Indenture Act, may otherwise deal with NiSource Finance,
the Parent or an Affiliate of either with the same rights it would have if it
were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other agent.

                  SECTION 606. MONEY HELD IN TRUST. Money held by the Trustee in
trust hereunder need not be segregated from other funds except to the extent
required by law. The Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed with NiSource Finance.

                  SECTION 607. COMPENSATION AND REIMBURSEMENT. Each of NiSource
Finance and the Parent agree:

                  (1) to pay to the Trustee and each Authenticating Agent from
time to time reasonable compensation for all services rendered by it hereunder
(which compensation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust);

                  (2) except as otherwise expressly provided herein, to
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel and any Authenticating
Agent), except any such expense, disbursement or advance as may be attributable
to its negligence, willful misconduct or bad faith; and

                  (3) to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence, willful
misconduct or bad faith on its part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder.

                  As security for the performance of the obligations of NiSource
Finance and the Parent under this Section, the Trustee shall have a lien prior
to the Securities upon all property and funds held or collected by the Trustee
as such, except funds held in trust for the payment of principal of, premium, if
any, or interest, if any, on particular Securities.

                  SECTION 608. DISQUALIFICATION; CONFLICTING INTERESTS. If at
any time the Trustee shall fail to comply with the obligations imposed upon it
by the provisions of Section 310(b) of the Trust Indenture Act with respect to
Securities of any series after written request therefor by NiSource Finance or
by any Holder of a Security of such series who has been a bona fide Holder of a
Security of such series for at least six months then, (i) NiSource Finance, by
or pursuant to a Board Resolution of NiSource Finance, may remove the Trustee
with respect to all Securities or the Securities of such series, or (ii) subject
to Section 315(e) of the Trust Indenture Act, any Holder who


                                       45
<PAGE>   53
has been a bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities of such series and the appointment of a successor Trustee or
Trustees. The Trustee shall comply with the terms of Section 310(b) of the Trust
Indenture Act.


                  SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There
shall at all times be a Trustee hereunder that is a Person organized and doing
business under the laws of the United States of America, any State thereof or
the District of Columbia, authorized under such laws to exercise corporate trust
powers, or any other Person permitted by the Trust Indenture Act to act as
trustee under an indenture qualified under the Trust Indenture Act and that has
a combined capital and surplus (computed in accordance with Section 310(a)(2) of
the Trust Indenture Act) of at least $50,000,000, is subject to supervision or
examination by Federal, State or District of Columbia authority and is not
otherwise ineligible under Section 310(a)(5) of the Trust Indenture Act. If such
Person publishes reports of condition at least annually, pursuant to law or to
the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such Person shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

                  SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF
SUCCESSOR.

                  (a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 611.

                  (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to NiSource
Finance and the Parent. If the instrument of acceptance by a successor Trustee
required by Section 611 shall not have been delivered to the Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

                  (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series delivered to the Trustee, NiSource
Finance and the Parent.

                  (d) If at any time:

                           (1) the Trustee shall fail to comply with Section 608
                  after written request therefor by NiSource Finance and the
                  Parent or by any Holder of a Security who has been a bona fide
                  Holder of a Security for at least six months; or


                                       46
<PAGE>   54
                           (2) the Trustee shall cease to be eligible under
                  Section 609 and shall fail to resign after written request
                  therefor by NiSource Finance and the Parent or by any such
                  Holder; or

                           (3) the Trustee shall become incapable of acting or
                  shall be adjudged a bankrupt or insolvent or a receiver of the
                  Trustee or of its property shall be appointed or any public
                  officer shall take charge or control of the Trustee or of its
                  property or affairs for the purpose of rehabilitation,
                  conservation or liquidation;

then, in any such case, (i) NiSource Finance and the Parent by Board Resolution
of each may remove the Trustee with respect to all Securities, or (ii) subject
to Section 315(e) of the Trust Indenture Act, any Holder of a Security who has
been a bona fide Holder of a Security for at least six months may, on behalf of
himself and all other similarly situated Holders, petition any court of
competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Securities of one or more series, NiSource
Finance and the Parent, by a Board Resolution of each, shall promptly appoint a
successor Trustee or Trustees with respect to the Securities of that or those
series (it being understood that any such successor Trustee may be appointed
with respect to the Securities of one or more or all of such series and that at
any time there shall be only one Trustee with respect to the Securities of any
particular series) and shall comply with the applicable requirements of Section
611. If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to
NiSource Finance, the Parent and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 611, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by NiSource Finance and the Parent. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by NiSource Finance and the Parent or the Holders of Securities and
accepted appointment in the manner required by Section 611, any Holder of a
Security who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

                  (f) NiSource Finance shall give notice of each resignation and
each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any
series by mailing written notice of such event by first-class mail, postage
prepaid, to all Holders of Registered Securities, if any, of such series as
their names and addresses appear in the Security Register and, if Securities of
such series are issuable as Bearer Securities, by publishing notice of such
event once in an Authorized Newspaper in each Place of


                                       47
<PAGE>   55
Payment located outside the United States. Each notice shall include the name of
the successor Trustee with respect to the Securities of such series and the
address of its Corporate Trust Office.

                  SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

                  (a) In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor Trustee so
appointed shall execute, acknowledge and deliver to NiSource Finance, the Parent
and to the retiring Trustee an instrument accepting such appointment. Thereupon
the resignation or removal of the retiring Trustee shall become effective and
such successor Trustee, without any further act, deed or conveyance shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of NiSource Finance and the Parent or on the request of the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder; provided, that such property and money shall
continue to be subject to any lien in favor of the retiring Trustee provided for
in Section 607.

                  (b) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series,
NiSource Finance, the Parent, the retiring Trustee and each successor Trustee
with respect to the Securities of one or more series shall execute and deliver
an indenture supplemental hereto wherein each successor Trustee shall accept
such appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
NiSource Finance and the Parent or on the request of any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder, subject
nevertheless to its lien provided for in Section 607, with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates.


                                       48
<PAGE>   56
                  (c) Upon request of any such successor Trustee, NiSource
Finance and the Parent shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts referred to in paragraph (a) or (b) of this Section, as the
case may be.

                  (d) No successor Trustee shall accept its appointment unless
at the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.

                  SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION
TO BUSINESS. Any Person into which the Trustee may be merged or converted or
with which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any Person
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, if such Person shall
be otherwise qualified and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the parties hereto.
In case any Securities shall have been authenticated, but not delivered, by the
Trustee then in office, any successor by merger, conversion or consolidation to
such authenticating Trustee may adopt such authentication and deliver the
Securities so authenticated with the same effect as if such successor Trustee
had itself authenticated such Securities.

                  SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST
COMPANY. If and when the Trustee shall be or become a creditor of NiSource
Finance or the Parent (or any other obligor upon the Securities), the Trustee
shall be subject to the provisions of Section 311 and any other provision of the
Trust Indenture Act regarding the collection of claims against NiSource Finance
or the Parent (or any such other obligor), as the case may be.

                  SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT. At any time
when any of the Securities remain Outstanding, the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon exchange, registration of transfer or
partial redemption thereof or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to NiSource Finance and shall at
all times be a Corporation organized and doing business under the laws of the
United States of America, any State thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus (computed in accordance with Section 310(a)(2) of the Trust
Indenture Act) of not less than $50,000,000 and subject to supervision or
examination by Federal, State or District of Columbia authority. If such
Corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such Corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published.


                                       49
<PAGE>   57
If at any time an Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section.

                  Any Corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any Corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any Corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, if such Corporation shall be otherwise
eligible under this Section, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

                  An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to NiSource Finance. The Trustee may
at any time terminate the agency of an Authenticating Agent by giving written
notice thereof to such Authenticating Agent and to NiSource Finance. Upon
receiving such a notice of resignation or upon such termination, or in case at
any time such Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to NiSource Finance and shall (i)
mail written notice of such appointment by first-class mail, postage prepaid, to
all Holders of Registered Securities, if any, of the series with respect to
which such Authenticating Agent will serve, as their names and addresses appear
in the Security Register, and (ii) if Securities of the series are issuable as
Bearer Securities, publish notice of such appointment at least once in an
Authorized Newspaper in the place where such successor Authenticating Agent has
its principal office if such office is located outside the United States. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

                  The provisions of Sections 308, 604 and 605 shall be
applicable to each Authenticating Agent.

                  If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series may have endorsed
thereon, in addition to the Trustee's certificate of authentication, an
alternate certificate of authentication in the following form:


                                       50
<PAGE>   58
                  This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

                                        The Chase Manhattan Bank,
                                                 as Trustee

                                        By_______________________________
                                                 As Authenticating Agent

                                        By_______________________________
                                                 Authorized Signatory


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

                  SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
HOLDERS. In accordance with Section 312(a) of the Trust Indenture Act, NiSource
Finance will furnish or cause to be furnished to the Trustee:

                  (a) semi-annually, not later than June 1 and December 1, in
         each year, a list, in such form as the Trustee may reasonably require,
         containing all the information in the possession or control of NiSource
         Finance, or any of its Paying Agents other than the Trustee, as to the
         names and addresses of the Holders of Securities as of the preceding
         May 15 or November 15, as the case may be, and

                  (b) at such other times as the Trustee may request in writing,
         within 30 days after the receipt by NiSource Finance of any such
         request, a list of similar form and content as of a date not more than
         15 days prior to the time such list is furnished;

provided, that no such list need be furnished if the Trustee shall be the
Security Registrar.

                  SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO
HOLDERS.

                  (a) The Trustee shall comply with the obligations imposed upon
it pursuant to Section 312 of the Trust Indenture Act.

                  (b) Every Holder of Securities or coupons, by receiving and
holding the same, agrees with NiSource Finance and the Trustee that neither
NiSource Finance nor the Parent nor the Trustee nor any agent of any of them
shall be held accountable by reason of the disclosure of any such information as
to the names and addresses of the Holders of Securities in accordance with
Section 312 of the Trust Indenture Act, regardless of the source from which such
information was


                                       51
<PAGE>   59
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under Section 312 of the Trust Indenture
Act.

                  SECTION 703. REPORTS BY TRUSTEE.

                  (a) Within 60 days after May 15 of each year commencing with
the first May 15 following the first issuance of Securities pursuant to Section
301, if required by Section 313(a) of the Trust Indenture Act, the Trustee shall
transmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief report
dated as of such May 15 with respect to any of the events specified in said
Section 313(a) which may have occurred since the later of the immediately
preceding May 15 and the date of this Indenture.

                  (b) The Trustee shall transmit the reports required by Section
313(b) of the Trust Indenture Act at the times specified therein.

                  (c) Reports pursuant to this Section shall be transmitted in
the manner and to the Persons required by Sections 313(c) and 313(d) of the
Trust Indenture Act.

                  SECTION 704. REPORTS BY NISOURCE FINANCE AND THE PARENT. Each
of NiSource Finance and the Parent, pursuant to Section 314(a) of the Trust
Indenture Act, shall:

                  (1) file with the Trustee, within 15 days after NiSource
         Finance or the Parent, as the case may be, is required to file the same
         with the Commission, copies of the annual reports and of the
         information, documents and other reports (or copies of such portions of
         any of the foregoing as the Commission may from time to time by rules
         and regulations prescribe) which NiSource Finance or the Parent, as the
         case may be, may be required to file with the Commission pursuant to
         Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as
         amended; or, if NiSource Finance or the Parent is not required to file
         information, documents or reports pursuant to either of said sections,
         then it shall file with the Trustee and the Commission, in accordance
         with rules and regulations prescribed from time to time by the
         Commission, such of the supplementary and periodic information,
         documents and reports which may be required pursuant to Section 13 of
         the Securities Exchange Act of 1934, as amended, in respect of a
         security listed and registered on a national securities exchange as may
         be prescribed from time to time in such rules and regulations;

                  (2) file with the Trustee and the Commission, in accordance
         with rules and regulations prescribed from time to time by the
         Commission, such additional information, documents and reports with
         respect to compliance by NiSource Finance and the Parent with the
         conditions and covenants of this Indenture as may be required from time
         to time by such rules and regulations; and

                  (3) transmit, within 30 days after the filing thereof with the
         Trustee, to the Holders of Securities, in the manner and to the extent
         provided in Section 313(c) of the Trust Indenture Act, such summaries
         of any information, documents and reports required to be


                                       52
<PAGE>   60
         filed by NiSource Finance or the Parent, as the case may be, pursuant
         to paragraphs (1) and (2) of this Section as may be required by rules
         and regulations prescribed from time to time by the Commission.


                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

                  SECTION 801. NISOURCE FINANCE AND THE PARENT MAY CONSOLIDATE,
ETC., ONLY ON CERTAIN TERMS. Neither NiSource Finance nor the Parent shall
consolidate with or merge into any other Person or convey, transfer or lease its
properties and assets substantially as an entirety to any Person, unless:

                  (1) the Person formed by any such consolidation or into which
         it is merged or the Person which acquires by conveyance or transfer, or
         which leases, its properties and assets substantially as an entirety
         shall be organized and existing under the laws of the United States of
         America, any State thereof or the District of Columbia and shall
         expressly assume: in the case of NiSource Finance, the due and punctual
         payment of the principal of (and premium, if any) and interest on all
         the Securities; in the case of NiSource Finance and the Parent, the
         performance of every covenant of this Indenture to be performed or
         observed on the part of NiSource Finance or the Parent, as applicable;
         and in the case of the Parent, all of the obligations under Article
         Fifteen relating to the Security Guarantee to be performed or observed;

                  (2) immediately after giving effect to such transaction, no
         Event of Default, and no event which, after notice or lapse of time or
         both, would become an Event of Default, shall have happened and be
         continuing; and

                  (3) NiSource Finance or the Parent, as applicable, has
         delivered to the Trustee an Officers' Certificate and an Opinion of
         Counsel, each stating that such consolidation, merger, conveyance,
         transfer or lease complies with this Section 801 and that all
         conditions precedent herein provided for relating to such transaction
         have been complied with.

                  NiSource Finance covenants and agrees that if, upon any
consolidation or merger of NiSource Finance with or into any other Person, or
upon any consolidation or merger of any other Person with or into NiSource
Finance, or upon any sale or conveyance of all or substantially all of the
property and assets of NiSource Finance to any other Person, any property of
NiSource Finance or any Subsidiary or any indebtedness issued by any Subsidiary
owned by NiSource Finance or by any Subsidiary immediately prior thereto would
thereupon become subject to any mortgage, security interest, pledge, lien or
other encumbrance not permitted by Section 1008 hereof, NiSource Finance, prior
to or concurrently with such consolidation, merger, sale or conveyance, will by
indenture supplemental hereto, executed and delivered to the Trustee,
effectively secure the Securities then Outstanding (equally and ratably with (or
prior to) any other indebtedness of or guaranteed by


                                       53
<PAGE>   61
NiSource Finance or such Subsidiary then entitled thereto) by a direct lien on
such property of NiSource Finance or any Subsidiary or such indebtedness issued
by a Subsidiary, prior to all liens other than any theretofore existing thereon.

                  SECTION 802. SUCCESSOR CORPORATION SUBSTITUTED. Upon any
consolidation by NiSource Finance or the Parent with or merger by NiSource
Finance or the Parent into any other Person or any conveyance, transfer or lease
of either NiSource Finance's or the Parent's properties and assets substantially
as an entirety in accordance with Section 801, the successor formed by such
consolidation or into which it is merged or to which such conveyance, transfer
or lease is made shall succeed to, and be substituted for, and may exercise
every right and power of, NiSource Finance or the Parent, as applicable, under
this Indenture with the same effect as if such successor had been named as
NiSource Finance or the Parent, as applicable, herein, and thereafter, except in
the case of a lease, the predecessor shall be relieved of all obligations and
covenants under this Indenture and the Securities.

                  SECTION 803. ASSUMPTION BY THE PARENT OR SUBSIDIARY. The
Parent or a Subsidiary may directly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, the
due and punctual payment of the principal of (premium, if any) and interest on
all the Securities and any coupons appertaining thereto and the performance of
every covenant of this Indenture on the part of NiSource Finance to be performed
or observed. Upon any such assumption, the Parent or such Subsidiary shall
succeed to and be substituted for and may exercise every right and power of
NiSource Finance under this Indenture with the same effect as if such Subsidiary
had been named as NiSource Finance herein and NiSource Finance shall be released
from its liability as obligor on the Securities; provided, that, in the case of
such assumption by a Subsidiary, Article Fifteen shall also be modified, by such
indenture supplemental hereto, so that references to NiSource Finance and its
Securities therein are changed to, or modified to include references to such
Subsidiary and its Securities. No such assumption shall be permitted unless the
Parent or such Subsidiary, as the case may be, has delivered to the Trustee an
Officers' Certificate of the Parent or such Subsidiary, as the case may be, and
an Opinion of Counsel for the Parent or such Subsidiary, as the case may be,
each stating that such assumption and supplemental indenture comply with this
Article, that all conditions precedent herein provided for or relating to such
transaction have been complied with and, in the event of assumption by a
Subsidiary, that the Parent's obligations under this Indenture (modified or
amended as aforesaid) remain in full force and effect.


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

                  SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
HOLDERS. Without the consent of any Holders of Securities or coupons, NiSource
Finance and the Parent, when authorized by a Board Resolution of each, and the
Trustee, at any time and from time to time, may enter into


                                       54
<PAGE>   62
one or more indentures supplemental hereto, in form satisfactory to the Trustee,
for any one or more of the following purposes only:

                  (1) to evidence the succession of another Corporation to
         NiSource Finance or the Parent and the assumption by any such successor
         of the covenants of NiSource Finance or the Parent, as the case may be,
         herein and in the Securities and coupons; or

                  (2) to add to the covenants of NiSource Finance or the Parent
         for the benefit of the Holders of all or any series of Securities (and
         if such covenants are to be for the benefit of less than all series of
         Securities, stating that such covenants are expressly being included
         solely for the benefit of such series) or to surrender any right or
         power herein conferred upon NiSource Finance or the Parent; or

                  (3) to add any additional Events of Default; or

                  (4) to add to or change any of the provisions of this
         Indenture to provide that Bearer Securities may be registrable as to
         principal, to change or eliminate any restrictions on the payment of
         principal (or premium, if any) on Registered Securities or of principal
         (or premium, if any) or any interest on Bearer Securities, to permit
         Registered Securities to be exchanged for Bearer Securities or to
         permit the issuance of Securities in uncertificated form; provided,
         that any such action shall not adversely affect the interests of the
         Holders of Securities of any series or any related coupons in any
         material respect; or

                  (5) to change or eliminate any of the provisions of this
         Indenture; provided, that any such change or elimination shall become
         effective only when there is no Security Outstanding of any series
         created prior to the execution of such supplemental indenture which is
         entitled to the benefit of such provision; or

                  (6) to secure the Securities; or

                  (7) to establish the form or terms of Securities of any series
         and any related coupons as permitted by Sections 201 and 301; or

                  (8) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series, to contain such provisions as shall be deemed necessary
         or desirable to confirm that all the rights, powers, trusts and duties
         of the predecessor Trustee with respect to the Securities of any series
         as to which the predecessor Trustee is not retiring shall continue to
         be vested in the predecessor Trustee, and to add to or change any of
         the provisions of this Indenture as shall be necessary to provide for
         or facilitate the administration of the trusts hereunder by more than
         one Trustee, pursuant to the requirements of Section 611(b); or

                  (9) to cure any ambiguity, to correct or supplement any
         provision herein which may be defective or inconsistent with any other
         provision herein, or to make any other


                                       55
<PAGE>   63
         provisions with respect to matters or questions arising under this
         Indenture; provided, that such change shall not be inconsistent with
         the provisions of this Indenture and shall not adversely affect the
         interests of the Holders of Securities of any series or any related
         coupons in any material respect; or

                  (10) to effect assumption by the Parent or a Subsidiary
         pursuant to Section 803; or

                  (11) to conform this Indenture to any amendments to the Trust
         Indenture Act.

                  SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.
With the consent of the Holders of not less than a majority in principal amount
of the Outstanding Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to NiSource Finance, the Parent and
the Trustee, NiSource Finance and the Parent, when authorized by a Board
Resolution of each, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or modifying
in any manner the rights of the Holders of Securities of such series and any
related coupons under this Indenture; provided, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
or coupon affected thereby:

                  (1) change the Stated Maturity of the principal of, or of any
         installment of principal of or interest on, any Security, or reduce the
         principal amount thereof or the rate of interest thereon or any premium
         payable upon the redemption thereof, or change the method of
         calculating the rate of interest thereon, or change any obligation of
         NiSource Finance to pay additional amounts pursuant to Section 1004
         (except as contemplated by Section 801(1) and permitted by Section
         901(1)), or reduce the amount of the principal of an Original Issue
         Discount Security that would be due and payable upon a declaration of
         acceleration of the Maturity thereof pursuant to Section 502, or change
         any Place of Payment in the United States where, or the coin or
         currency in which, any Security or any premium or the interest thereon
         is payable, or impair the right to institute suit for the enforcement
         of any such payment on or after the Stated Maturity thereof (or, in the
         case of redemption, on or after the Redemption Date);

                  (2) reduce the percentage in principal amount of the
         Outstanding Securities of any series, the consent of whose Holders is
         required for any such supplemental indenture, or the consent of whose
         Holders is required for any waiver (of compliance with certain
         provisions of this Indenture or certain defaults hereunder and their
         consequences) provided for in this Indenture, or reduce the
         requirements of Section 1304 for quorum or voting;

                  (3) change any obligation of NiSource Finance to maintain an
         office or agency in each Place of Payment, or any obligation of
         NiSource Finance to maintain an office or agency outside the United
         States pursuant to Section 1002;


                                       56
<PAGE>   64
                  (4) modify any provisions of Article Fifteen in any way
         adverse to the interests of the Holders of the Outstanding Securities;
         or

                  (5) modify any of the provisions of this Section, Section 513
         or Section 1010, except to increase any such percentage or to provide
         that certain other provisions of this Indenture cannot be modified or
         waived without the consent of the Holder of each Outstanding Security
         affected thereby.

A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

                  It shall not be necessary for any Act of Holders of Securities
under this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

                  NiSource Finance and the Parent shall have the right to set a
record date for the solicitation of any consents under this Article Nine, which
record date shall be set in accordance with Section 104.

                  SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES. In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 315 of the Trust Indenture Act) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee's own rights, duties, immunities or liabilities under
this Indenture or otherwise.

                  SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the
execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form
a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder and of any
coupons appertaining thereto shall be bound thereby.

                  SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT. Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

                  SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL
INDENTURES. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the


                                       57
<PAGE>   65
Trustee as to any matter provided for in such supplemental indenture. If
NiSource Finance shall so determine, new Securities of any series so modified as
to conform, in the opinion of the Trustee and NiSource Finance, to any such
supplemental indenture may be prepared and executed by NiSource Finance and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.

                                   ARTICLE TEN

                                    COVENANTS

                  SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.
NiSource Finance covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest on the Securities of that series in accordance with the
terms of the Securities, any coupons appertaining thereto and this Indenture.
Any interest due on Bearer Securities on or before Maturity, other than
additional amounts, if any, payable as provided in Section 1004 in respect of
principal of (or premium, if any, on) such a Security, shall be payable only
upon presentation and surrender of the several coupons for such interest
installments as are evidenced thereby as they severally mature.

                  SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY. NiSource
Finance will maintain in each Place of Payment for any series of Securities an
office or agency where Securities of that series (but, except as otherwise
provided below, unless such Place of Payment is located outside the United
States, not Bearer Securities) may be presented or surrendered for payment,
where Securities of that series may be surrendered for registration of transfer
or exchange and where notices and demands to or upon NiSource Finance in respect
of the Securities of that series and this Indenture may be served. NiSource
Finance initially hereby appoints the Trustee, its office or agency for each of
said purposes. If Securities of a series are issuable as Bearer Securities,
NiSource Finance will maintain, subject to any laws or regulations applicable
thereto, an office or agency in a Place of Payment for such series which is
located outside the United States where Securities of such series and the
related coupons may be presented and surrendered for payment (including payment
of any additional amounts payable on Securities of such series pursuant to
Section 1004); provided,, that if the Securities of such series are listed on
The Stock Exchange of the United Kingdom and the Republic of Ireland or the
Luxembourg Stock Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, NiSource Finance will maintain
a Paying Agent in London or Luxembourg or any other required city located
outside the United States, as the case may be, so long as the Securities of such
series are listed on such exchange. NiSource Finance will give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time NiSource Finance shall fail to maintain any
such required office or agency in respect of any series of Securities or shall
fail to furnish the Trustee with the address thereof, such presentations and
surrenders of Securities of that series may be made and notices and demands may
be made or served at the Corporate Trust Office of the Trustee, except that
Bearer Securities of that series and the related coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on
Bearer Securities of that series pursuant


                                       58
<PAGE>   66
to Section 1004) at the place specified for the purpose pursuant to Section 301
or, if no such place is specified, at the main office of the Trustee in London,
and NiSource Finance hereby appoints the Trustee as its agent to receive such
respective presentations, surrenders, notices and demands.

                  No payment of principal, premium or interest on Bearer
Securities shall be made at any office or agency of NiSource Finance in the
United States or by check mailed to any address in the United States or by
transfer to an account maintained with a bank located in the United States;
provided, that payment of principal of and any premium and interest in U.S.
dollars (including additional amounts payable in respect thereof) on any Bearer
Security may be made at the Corporate Trust Office of the Trustee in the Borough
of Manhattan, The City of New York if (but only if) payment of the full amount
of such principal, premium, interest or additional amounts at all offices
outside the United States maintained for the purpose by NiSource Finance in
accordance with this Indenture is illegal or effectively precluded by exchange
controls or other similar restrictions.

                  NiSource Finance may also from time to time designate one or
more other offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, that no such designation or rescission
shall in any manner relieve NiSource Finance of its obligation to maintain an
office or agency in each Place of Payment in accordance with the requirements
set forth above for Securities of any series for such purposes. NiSource Finance
will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.

                  SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN
TRUST. If NiSource Finance shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.

                  Whenever NiSource Finance shall have one or more Paying Agents
for any series of Securities, it will, on or prior to each due date of the
principal of (and premium, if any) or interest on any Securities of that series,
deposit with a Paying Agent a sum sufficient to pay the principal (and premium,
if any) or interest so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal, premium or interest, and
(unless such Paying Agent is the Trustee) NiSource Finance will promptly notify
the Trustee of its action or failure so to act.

                  NiSource Finance will cause each Paying Agent for any series
of Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will:

                  (1) hold all sums held by it for the payment of the principal
         of (and premium, if any) or interest on Securities of that series in
         trust for the benefit of the Persons entitled


                                       59
<PAGE>   67
         thereto until such sums shall be paid to such Persons or otherwise
         disposed of as herein provided;

                  (2) give the Trustee notice of any default by NiSource Finance
         (or any other obligor upon the Securities of that series) in the making
         of any payment of principal of (and premium, if any) or interest on the
         Securities of that series; and

                  (3) at any time during the continuance of any such default,
         upon the written request of the Trustee, forthwith pay to the Trustee
         all sums so held in trust by such Paying Agent.

                  NiSource Finance may at any time, for the purpose of obtaining
the satisfaction and discharge of this Indenture or for any other purpose, pay,
or by Order of NiSource Finance direct any Paying Agent to pay, to the Trustee
all sums held in trust by NiSource Finance or such Paying Agent, such sums to be
held by the Trustee upon the same terms as those upon which such sums were held
by NiSource Finance or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further
liability with respect to such sums.

                  Any sums deposited with the Trustee or any Paying Agent, or
then held by NiSource Finance, in trust for the payment of the principal of (and
premium, if any) or interest on any Security of any series and remaining
unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall be paid to NiSource Finance on Request of
NiSource Finance, or (if then held by NiSource Finance) shall be discharged from
such trust; and the Holder of such Security or any coupon appertaining thereto
shall thereafter, as an unsecured general creditor, look only to NiSource
Finance for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of NiSource Finance as
trustee thereof, shall thereupon cease; provided, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of NiSource Finance cause to be published once in an Authorized
Newspaper in each Place of Payment or mailed to each such Holder, or both,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication
or mailing, any unclaimed balance of such money then remaining will be repaid to
NiSource Finance.

                  SECTION 1004. ADDITIONAL AMOUNTS. If the Securities of a
series provide for the payment of additional amounts, NiSource Finance will pay
to the Holder of any Security of any series or any coupon appertaining thereto
additional amounts as provided therein. Whenever in this Indenture there is
mentioned, in any context, the payment of principal of (or premium, if any) or
interest on, or in respect of, any Security of any series or any related coupon
or the net proceeds received on the sale or exchange of any Security of any
series, such mention shall be deemed to include mention of the payment of
additional amounts provided for in this Section to the extent that, in such
context, additional amounts are, were or would be payable in respect thereof
pursuant to the provisions of this Section and express mention of the payment of
additional amounts (if applicable) in any provisions hereof shall not be
construed as excluding additional amounts in those provisions hereof where such
express mention is not made.


                                       60
<PAGE>   68
                  If the Securities of a series provide for the payment of
additional amounts, at least 10 days prior to the first Interest Payment Date
with respect to that series of Securities (or if the Securities of that series
will not bear interest prior to Maturity, the first day on which a payment of
principal (and premium, if any) is made), and at least 10 days prior to each
date of payment of principal (and premium, if any) or interest if there has been
any change with respect to the matters set forth in the below-mentioned
Officers' Certificate, NiSource Finance will furnish the Trustee and NiSource
Finance's principal Paying Agent or Paying Agents, if other than the Trustee,
with an Officers' Certificate instructing the Trustee and such Paying Agent or
Paying Agents whether such payment of principal of (and premium, if any) or
interest on the Securities of that series shall be made to Holders of Securities
of that series or the related coupons who are United States Aliens without
withholding for or on account of any tax, assessment or other governmental
charge described in the Securities of that series. If any such withholding shall
be required, then such Officers' Certificate shall specify by country the
amount, if any, required to be withheld on such payments to such Holders of
Securities or coupons and NiSource Finance will pay to the Trustee or such
Paying Agent the additional amounts required by this Section. NiSource Finance
covenants to indemnify the Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officers' Certificate
furnished pursuant to this Section.

                  SECTION 1005. CORPORATE EXISTENCE. Subject to Article Eight,
each of NiSource Finance and the Parent will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence
and its rights (charter and statutory) and franchises.

                  SECTION 1006. MAINTENANCE OF PROPERTIES. Each of NiSource
Finance and the Parent will cause all properties used or useful in the conduct
of its business, and the Parent will cause all properties used or useful in the
business of the Subsidiaries, to be maintained and kept in good condition,
repair and working order and supplied with all necessary equipment and will
cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, that nothing in this Section shall prevent the Parent from
discontinuing the operation or maintenance of any of such properties or
disposing of them if such discontinuance or disposal is, in the judgment of the
Parent, desirable in the conduct of its business or the business of the
Subsidiaries and not disadvantageous in any material respect to the Holders of
Securities.

                  SECTION 1007. PAYMENT OF TAXES AND OTHER CLAIMS. Each of
NiSource Finance and the Parent will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all taxes, assessments
and governmental charges levied or imposed upon it and, in the case of the
Parent, any of the Subsidiaries, or upon the income, profits or property of
NiSource Finance, the Parent or any of the Subsidiaries, and (2) all lawful
claims for labor, materials and supplies which, if unpaid, might by law become a
lien upon the property of NiSource Finance, the Parent or any of the
Subsidiaries; provided, that none of NiSource Finance, the Parent or any of the
Subsidiaries shall be required to pay or discharge or cause to be paid or
discharged any such tax,


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assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings.

                  SECTION 1008. RESTRICTIONS ON LIENS.

                  (a) So long as any Securities remain outstanding, each of
NiSource Finance and the Parent will not, nor will NiSource Finance and the
Parent permit any Subsidiary, other than a Utility, to, issue, assume or
guarantee any debt for money borrowed (hereinafter in this Section 1008 referred
to as "Debt"), secured by any mortgage, security interest, pledge, lien or other
encumbrance (hereinafter in this Section 1008 called "mortgage" or "mortgages")
upon any property of NiSource Finance, the Parent or any such Subsidiary (other
than a Utility), except indebtedness issued by any such Subsidiary and owned by
the Parent or any other such Subsidiary (whether such property or indebtedness
is now owned or hereafter acquired), without in any such case effectively
securing, prior to or concurrently with the issuance, assumption or guarantee of
any such Debt, the Securities (together with, if NiSource Finance shall so
determine, any other indebtedness of or guaranteed by NiSource Finance, the
Parent or such Subsidiary ranking equally with the Securities and then existing
or thereafter created) equally and ratably with (or prior to) such Debt;
provided, that the foregoing restrictions shall not apply to nor prevent the
creation or existence of:

                  (i) mortgages on any property, acquired, constructed or
         improved by the Parent or any of the Subsidiaries other than the
         Utilities after the date of this Indenture, and any improvements
         thereon, accessions thereto or other property acquired or constructed
         for use in connection therewith or related thereto, which are created
         or assumed prior to or contemporaneously with, or within 180 days
         after, such acquisition or completion of such construction or
         improvement, or within one year thereafter pursuant to a firm
         commitment for financing arranged with a lender or investor within such
         180-day period, to secure or provide for the payment of all or any part
         of the purchase price of such property or the cost of such construction
         or improvement incurred after the date of this Indenture, or, in
         addition to mortgages contemplated by clauses (ii) and (iii) below,
         mortgages on any property existing at the time of acquisition thereof;
         provided, that the mortgages shall not apply to any property
         theretofore owned by the Parent or any such Subsidiary other than, in
         the case of any such construction or improvement, (1) unimproved real
         property on which the property so constructed or the improvement is
         located, (2) other property (or improvements thereon) which is an
         improvement to or is acquired or constructed for use in connection
         therewith or related thereto, (3) any right and interest under any
         agreement or other documents relating to the property being so
         constructed or improved or such other property and (4) the stock of any
         Subsidiary created or maintained for the primary purpose of owning the
         property so constructed or improved;

                  (ii) existing mortgages on any property or indebtedness of a
         Person which is merged with or into or consolidated with Parent,
         NiSource Finance or a Subsidiary;

                  (iii) mortgages on property or indebtedness of a Person
         existing at the time such Person becomes a Subsidiary;


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<PAGE>   70
                  (iv) mortgages to secure Debt of a Subsidiary to the Parent or
         to another Subsidiary (other than a Utility);

                  (v) mortgages in favor of the United States of America, any
         State, any foreign country or any department, agency or instrumentality
         or political subdivision of any such jurisdiction, to secure partial,
         progress, advance or other payments pursuant to any contract or statute
         or to secure any indebtedness incurred for the purpose of financing all
         or any part of the purchase price of the cost of constructing or
         improving the property subject to such mortgages, including, without
         limitation, mortgages to secure Debt of the pollution control or
         industrial revenue bond type;

                  (vi) mortgages to secure Debt of the Parent or any Subsidiary
         maturing within 12 months from the creation thereof and incurred in the
         ordinary course of business;

                  (vii) mortgages on any property (including any natural gas,
         oil or other mineral property) to secure all or part of the cost of
         exploration, drilling or development thereof or to secure Debt incurred
         to provide funds for any such purpose;

                  (viii) mortgages existing on the date of this Indenture; and

                  (ix) mortgages for the purposes of extending, renewing or
         replacing in whole or in part Debt secured by any mortgage referred to
         in the foregoing clauses (i) to (viii), inclusive, or this clause (ix);
         provided, that the principal amount of Debt secured thereby shall not
         exceed the principal amount of Debt so secured at the time of such
         extension, renewal or replacement, and that such extension, renewal or
         replacement shall be limited to all or a part of the property or
         indebtedness which secured the mortgage so extended, renewed or
         replaced (plus improvements on such property).

                  (b) The provisions of subsection (a) of this Section 1008
shall not apply to the issuance, assumption or guarantee by the Parent or any
Subsidiary of Debt secured by a mortgage which would otherwise be subject to the
foregoing restrictions up to an aggregate amount which, together with all other
Debt of the Parent and the Subsidiaries other than the Utilities secured by
mortgages (other than mortgages permitted by subsection (a) of this Section 1008
which would otherwise be subject to the foregoing restrictions), does not at the
time exceed 10% of Consolidated Net Tangible Assets.

                  (c) If at any time the Parent or any Subsidiary other than the
Utilities shall issue, assume or guarantee any Debt secured by any mortgage and
if subsection (a) of this Section 1008 requires that the Securities be secured
equally and ratably with such Debt, each of NiSource Finance and the Parent will
promptly deliver to the Trustee an Officers' Certificate stating that, and
Opinion of Counsel to the effect that, the covenant of NiSource Finance and the
Parent contained in subsection (a) of this Section has been complied with.


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<PAGE>   71
                  SECTION 1009. STATEMENT AS TO DEFAULT.

                  (a) Each of NiSource Finance and the Parent will deliver to
the Trustee, within 120 days after the end of each fiscal year of NiSource
Finance ending after the date hereof, a certificate, signed by the principal
executive officer, principal financial officer or principal accounting officer
of NiSource Finance or the Parent, as the case may be, stating whether or not to
the best knowledge of the signers thereof NiSource Finance or the Parent, as the
case may be, is in default in the performance and observance of any of the
terms, provisions and conditions of this Indenture (without regard to any period
of grace or requirement of notice provided hereunder) and, if NiSource Finance
or the Parent shall be in default, specifying all such defaults and the nature
and status thereof of which they may have knowledge.

                  (b) NiSource Finance or the Parent, as applicable, will
deliver to the Trustee, within five days after the occurrence thereof, written
notice of any event which after notice or lapse of time would become an Event of
Default pursuant to clause (4) of Section 501.

                  SECTION 1010. WAIVER OF CERTAIN COVENANTS. NiSource Finance
and the Parent may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 1006 and 1007 with respect to the
Securities of any series if before the time for such compliance the Holders of
at least a majority in principal amount of the Outstanding Securities of such
series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of NiSource Finance and the Parent and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

                  SECTION 1101. APPLICABILITY OF ARTICLE. Securities of any
series which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 301 for Securities of any series) in accordance with this Article.

                  SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE. The
election of NiSource Finance to redeem any Securities shall be evidenced by a
Board Resolution of NiSource Finance. In case of any redemption at the election
of NiSource Finance of all of the Securities of any series, NiSource Finance
shall, at least 60 days prior to the Redemption Date fixed by NiSource Finance
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee in writing of such Redemption Date. In case of any redemption at the
election of NiSource Finance of less than all the Securities of any series,
NiSource Finance shall, at least 60 days prior to the Redemption Date fixed by
NiSource Finance (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee


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<PAGE>   72
in writing of such Redemption Date and of the principal amount of Securities of
such series to be redeemed. In the case of any redemption of Securities (i)
prior to the expiration of any restriction on such redemption provided in the
terms of such Securities or elsewhere in this Indenture, or (ii) pursuant to an
election of NiSource Finance which is subject to a condition specified in the
terms of such Securities, NiSource Finance shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction or condition.

                  SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE
REDEEMED. If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee from the Outstanding Securities of
such series (other than Securities of such series held by NiSource Finance), not
previously called for redemption, by such method as the Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized denomination
for Securities of that series. Unless otherwise provided in the Securities of a
series, partial redemptions must be in an amount not less than $1,000,000
principal amount of Securities.

                  The Trustee shall promptly notify NiSource Finance in writing
of the Securities selected for redemption and, in the case of any Securities
selected for partial redemption, the principal amount thereof to be redeemed.

                  For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Securities
shall relate, in the case of any Securities redeemed or to be redeemed only in
part, to the portion of the principal amount of such Securities which has been
or is to be redeemed.

                  SECTION 1104. NOTICE OF REDEMPTION. Notice of redemption shall
be given in the manner provided in Section 106 to the Holders of Securities to
be redeemed not less than 30 nor more than 60 days prior to the Redemption Date.

                  All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price,

                  (3) if less than all the Outstanding Securities of any series
         are to be redeemed, the identification (and, in the case of partial
         redemption, the principal amounts) of the particular Securities to be
         redeemed,

                  (4) that on the Redemption Date the Redemption Price will
         become due and payable upon each such Security to be redeemed and, if
         applicable, that interest thereon will cease to accrue on and after
         said date,


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<PAGE>   73
                  (5) the place or places where such Securities, together in the
         case of Bearer Securities with all coupons appertaining thereto, if
         any, maturing after the Redemption Date, are to be surrendered for
         payment of the Redemption Price, which shall be the office or agency
         maintained by NiSource Finance in each Place of Payment pursuant to
         Section 1002, and

                  (6) that the redemption is for a sinking fund, if such is the
         case.

A notice of redemption published as contemplated by Section 106 need not
identify particular Registered Securities to be redeemed.

                  Notice of redemption of Securities to be redeemed at the
election of NiSource Finance shall be given by NiSource Finance or, at NiSource
Finance's request, by the Trustee in the name and at the expense of NiSource
Finance.

                  SECTION 1105. DEPOSIT OF REDEMPTION PRICE. On or prior to any
Redemption Date, NiSource Finance shall deposit with the Trustee or with a
Paying Agent (or, if NiSource Finance is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest, if any, on, all the
Securities which are to be redeemed on that date.

                  SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE. Notice of
redemption having been given as aforesaid, and the conditions, if any, set forth
in such notice having been satisfied, the Securities so to be redeemed shall, on
the Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless NiSource Finance shall default
in the payment of the Redemption Price and accrued interest) such Securities
shall cease to bear interest and the coupons for such interest appertaining to
any Bearer Securities so to be redeemed, except to the extent provided below,
shall be void. Upon surrender of any such Security for redemption in accordance
with said notice, together with all coupons, if any, appertaining thereto
maturing after the Redemption Date, such Security shall be paid by NiSource
Finance at the Redemption Price, together with accrued interest, if any, to the
Redemption Date; provided, that installments of interest on Bearer Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable
only upon presentation and surrender of coupons for such interest (at an office
or agency located outside the United States except as otherwise provided in
Section 1002); and provided further, that installments of interest on Registered
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.

                  If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by NiSource Finance and the Trustee


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<PAGE>   74
if there be furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter the Holder of
such Security shall surrender to the Trustee or any Paying Agent any such
missing coupon in respect of which a deduction shall have been made from the
Redemption Price, such Holder shall be entitled to receive the amount so
deducted; provided, that interest represented by coupons shall be payable only
upon presentation and surrender of those coupons at an office or agency located
outside of the United States except as otherwise provided in Section 1002.

                  If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.

                  SECTION 1107. SECURITIES REDEEMED IN PART. Any Security which
is to be redeemed only in part shall be surrendered at a Place of Payment
therefor (with, if NiSource Finance or the Trustee so requires with respect to
any Registered Security, due endorsement by, or a written instrument of transfer
in form satisfactory to NiSource Finance and the Trustee duly executed by, the
Holder thereof or his attorney duly authorized in writing), and NiSource Finance
shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge, a new Security or Securities of the same
series, Stated Maturity and of any authorized denomination as requested by such
Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.

                  Except as otherwise specified as contemplated by Section 301,
if a Global Security is so surrendered, NiSource Finance shall execute, and the
Trustee shall authenticate and deliver to the Depositary in global form, without
service charge, a new Global Security or Securities of the same series, Stated
Maturity and of any authorized denomination as requested by the Depositary, in
an aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Global Security so surrendered.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

                  SECTION 1201. APPLICABILITY OF ARTICLE. The provisions of this
Article shall be applicable to any sinking fund for the retirement of Securities
of a series except as otherwise specified as contemplated by Section 301 for
Securities of such series.

                  The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is herein referred to as an
"optional sinking fund payment." If provided for by the terms of Securities of
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided


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<PAGE>   75
in Section 1202. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

                  SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH
SECURITIES. NiSource Finance (1) may deliver Outstanding Securities of a series
(other than any previously called for redemption), together in the case of any
Bearer Securities of such series with all unmatured coupons appertaining
thereto, and (2) may apply as a credit Securities of a series which have been
redeemed either at the election of NiSource Finance pursuant to the terms of
such Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in satisfaction
of all or any part of any sinking fund payment with respect to the Securities of
such series required to be made pursuant to the terms of such Securities as
provided for by the terms of such series; provided, that such Securities have
not been previously so credited. Such Securities shall be received and credited
for such purpose by the Trustee at the Redemption Price specified in such
Securities for redemption through operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly.

                  SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND. Not
less than 60 days prior to each sinking fund payment date for any series of
Securities, NiSource Finance will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 1202 and stating the basis for such credit and that such
Securities have not previously been so credited and will also deliver to the
Trustee any Securities to be so delivered. Not less than 30 days before each
such sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section
1103 and cause notice of the redemption thereof to be given in the name of and
at the expense of NiSource Finance in the manner provided in Section 1104. Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 1106 and 1107.

                                ARTICLE THIRTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

                  SECTION 1301. PURPOSES FOR WHICH MEETINGS MAY BE CALLED. If
Securities of a series are issuable as Bearer Securities, a meeting of Holders
of Securities of such series may be called at any time and from time to time
pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.


                                       68
<PAGE>   76
                  SECTION 1302. CALL NOTICE AND PLACE OF MEETING.

                  (a) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 1301, to be held
at such time and at such place in the Borough of Manhattan, The City of New
York, or in London as the Trustee shall determine. Notice of every meeting of
Holders of Securities of any series, setting forth the time and the place of
such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided in Section 106, not less than 21
nor more than 180 days prior to the date fixed for the meeting.

                  (b) In case at any time NiSource Finance, pursuant to a Board
Resolution of NiSource Finance, or the Holders of at least 10% in principal
amount of the Outstanding Securities of any series shall have requested the
Trustee to call a meeting of the Holders of Securities of such series for any
purpose specified in Section 1301, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have made the first publication of the notice of such meeting
within 21 days after receipt of such request or shall not thereafter proceed to
cause the meeting to be held as provided herein, then NiSource Finance or the
Holders of Securities of such series in the amount above specified, as the case
may be, may determine the time and the place in the Borough of Manhattan, The
City of New York, or in London for such meeting and may call such meeting for
such purposes by giving notice thereof as provided in subsection (a) of this
Section.

                  SECTION 1303. PERSONS ENTITLED TO VOTE AT MEETINGS. To be
entitled to vote at any meeting of Holders of Securities of any series, a Person
shall be (1) a Holder of one or more Outstanding Securities of such series, or
(2) a Person appointed by an instrument in writing as proxy for a Holder or
Holders of one or more Outstanding Securities of such series by such Holder or
Holders. The only Persons who shall be entitled to be present or to speak at any
meeting of Holders of Securities of any series shall be the Persons entitled to
vote at such meeting and their counsel, any representatives of the Trustee and
its counsel and any representatives of NiSource Finance, the Parent and each of
their respective counsel.

                  SECTION 1304. QUORUM; ACTION. The Persons entitled to vote a
majority in principal amount of the Outstanding Securities of a series shall
constitute a quorum for a meeting of Holders of Securities of such series. In
the absence of a quorum within 30 minutes of the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of Securities
of such series, be dissolved. In any other case the meeting may be adjourned for
a period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. Except as provided by Section
1305(d), notice of the reconvening of any adjourned meeting shall be given as
provided in Section 1302(a), except that such notice need be given only once not
less than five days prior to the date on which the meeting is scheduled to be
reconvened. Notice of the reconvening of an adjourned meeting shall state


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<PAGE>   77
expressly the percentage, as provided above, of the principal amount of the
Outstanding Securities of such series which shall constitute a quorum.

                  Except as limited by the proviso to Section 902, any
resolution presented to a meeting or adjourned meeting duly reconvened at which
a quorum is present as aforesaid may be adopted only by the affirmative vote of
the Holders of a majority in principal amount of the Outstanding Securities of
that series; provided, that, except as limited by the proviso to Section 902,
any resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other action which this Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage, which is
less than a majority, in principal amount of the Outstanding Securities of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid by the affirmative vote of the Holders
of such specified percentage in principal amount of the Outstanding Securities
of that series.

                  Any resolution passed or decision taken at any meeting of
Holders of Securities of any series duly held in accordance with this Section
shall be binding on all the Holders of Securities of such series and the related
coupons, whether or not present or represented at the meeting.

                  SECTION 1305. DETERMINATION OF VOTING RIGHTS; CONDUCT AND
ADJOURNMENT OF MEETINGS.

                  (a) Notwithstanding any other provisions of this Indenture,
the Trustee may make such reasonable regulations as it may deem advisable for
any meeting of Holders of Securities of such series in regard to proof of the
holding of Securities of such series and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner specified in Section 104
and the appointment of any proxy shall be proved in the manner specified in
Section 104. Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the
proof specified in Section 104 or other proof.

                  (b) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
NiSource Finance or by Holders of Securities as provided in Section 1302(b), in
which case NiSource Finance or the Holders of Securities of the series calling
the meeting, as the case may be, shall in like manner appoint a temporary
chairman. A permanent chairman and a permanent secretary of the meeting shall be
elected by vote of the Persons entitled to vote a majority in principal amount
of the Outstanding Securities of such series represented at the meeting.

                  (c) At any meeting each Holder of a Security of such series or
proxy shall be entitled to one vote for each $1,000 principal amount of
Securities of such series held or represented by him; provided, that no vote
shall be cast or counted at any meeting in respect of any Security challenged as
not Outstanding and ruled by the chairman of the meeting to be not Outstanding.
The


                                       70
<PAGE>   78
chairman of the meeting shall have no right to vote, except as a Holder of a
Security of such series or proxy.

                  (d) Any meeting of Holders of Securities of any series duly
called pursuant to Section 1302 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of
the Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

                  SECTION 1306. COUNTING VOTES AND RECORDING ACTION OF MEETINGS.
The vote upon any resolution submitted to any meeting of Holders of Securities
of any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
triplicate of all votes cast at the meeting. A record, at least in triplicate,
of the proceedings of each meeting of Holders of Securities of any series shall
be prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 1302 and, if applicable, Section 1304.
Each copy shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one such copy shall be delivered to
NiSource Finance, and another to the Trustee to be preserved by the Trustee, the
latter to have attached thereto the ballots voted at the meeting. Any record so
signed and verified shall be conclusive evidence of the matters therein stated.

                  SECTION 1307. ACTION WITHOUT MEETING. In lieu of a vote of
Holders at a meeting as hereinbefore contemplated in this Article, any request,
demand, authorization, direction, notice, consent, waiver or other action may be
made, given or taken by Holders by written instruments as provided in Section
104.

                                ARTICLE FOURTEEN

               IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS,
                             DIRECTORS AND EMPLOYEES

                  SECTION 1401. LIABILITY SOLELY CORPORATE. No recourse shall be
had for the payment of the principal of or premium, if any, or interest, if any,
on any Securities, or any part thereof, or for any claim based thereon or
otherwise in respect thereof, or of the indebtedness represented thereby, or
upon any obligation, covenant or agreement under this Indenture, against any
incorporator, stockholder, officer, director or employee, as such, past, present
or future of NiSource Finance or the Parent or of any predecessor or successor
Corporation (either directly or through NiSource Finance or the Parent or a
predecessor or successor Corporation of either of them), whether by virtue


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of any constitutional provision, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise; it being expressly agreed and
understood that this Indenture and all the Securities are solely corporate
obligations, and that no personal liability whatsoever shall attach to, or be
incurred by, any incorporator, stockholder, officer, director or employee, past,
present or future, of NiSource Finance or the Parent or of any predecessor or
successor Corporation of either of them, either directly or indirectly through
NiSource Finance or the Parent or any predecessor or successor Corporation of
either of them, because of the indebtedness hereby authorized or under or by
reason of any of the obligations, covenants or agreements contained in this
Indenture or in any of the Securities or to be implied herefrom or therefrom,
and that any such personal liability is hereby expressly waived and released as
a condition of, and as part of the consideration for, the execution of this
Indenture and the issuance of the Securities.

                                 ARTICLE FIFTEEN

                               SECURITY GUARANTEE

                  SECTION 1501. GUARANTEE. Subject to this Article Fifteen, the
Parent hereby irrevocably and unconditionally guarantees the Obligations of
NiSource Finance under the Securities, this Indenture and any supplemental
indenture, with respect to the matters set forth below, to each Holder of a
Security authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of this
Indenture, the Securities or the Obligations of the Parent or NiSource Finance
hereunder or thereunder, that: (a) the principal of, or premium, if any, and
interest on the Securities shall be promptly paid in full when due, whether at
Stated Maturity, by acceleration, redemption or otherwise, and interest on the
overdue principal of, premium, if any, and interest on the Securities, if any,
if lawful, and all other Obligations of NiSource Finance to the Holders or the
Trustee under this Indenture, the Securities, or any supplemental indenture
shall be promptly paid in full or performed, all in accordance with the terms
hereof and thereof; and (b) in case of any extension of time of payment or
renewal of any Securities or any of such other Obligations, that same shall be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at Stated Maturity, by acceleration pursuant to
Section 502 hereof or otherwise. Failing payment when due of any amount so
guaranteed or any performance so guaranteed for whatever reason, the Parent
shall be obligated to pay or perform the same immediately. The Parent agrees
that this is a guarantee of payment and not a guarantee of collection. The
Security Guarantee shall rank equally and pari passu with all other unsecured
and unsubordinated debt of the Parent. The Parent hereby agrees that, in the
event of a default in payment or performance of the Obligations guaranteed
hereby with respect to any Security, legal proceedings may be instituted by the
Trustee on behalf of, or by, the Holder of such Security, subject to the terms
and conditions set forth in this Indenture, directly against the Parent to
enforce this Security Guarantee without first proceeding against NiSource
Finance.

                  The Parent hereby agrees that its obligations with regard to
this Security Guarantee shall be unconditional, irrespective of the validity or
enforceability of the Securities or the


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obligations of the Parent or NiSource Finance under this Indenture, the absence
of any action to enforce the same, the recovery of any judgment against the
Parent or NiSource Finance or any other obligor with respect to this Indenture,
the Securities or the obligations of the Parent or NiSource Finance under this
Indenture or the Securities, any action to enforce the same or any other
circumstances (other than complete performance) which might otherwise constitute
a legal or equitable discharge or defense of the Parent. The Parent further, to
the extent permitted by law, waives and relinquishes all claims, rights and
remedies accorded by applicable law to guarantors and agrees not to assert or
take advantage of any such claims, rights or remedies, including but not limited
to: (a) any right to require any of the Trustee, the Holders or NiSource Finance
(each a "Benefited Party"), as a condition of payment or performance by the
Parent, to (1) proceed against the Parent, NiSource Finance or any other Person,
(2) proceed against or exhaust any security held from the Parent, NiSource
Finance or any other Person, (3) proceed against or have resort to any balance
of any deposit account or credit on the books of any Benefited Party in favor of
the Parent, NiSource Finance or any other Person, or (4) pursue any other remedy
in the power of any Benefited Party whatsoever; (b) any defense arising by
reason of the incapacity, lack of authority or any disability or other defense
of the Parent or NiSource Finance including any defense based on or arising out
of the lack of validity or the unenforceability of the Obligations under the
Security Guarantee or any agreement or instrument relating thereto or by reason
of the cessation of the liability of the Parent or NiSource Finance from any
cause other than payment in full of the Obligations under the Security
Guarantee; (c) any defense based upon any statute or rule of law which provides
that the obligation of a surety must be neither larger in amount nor in other
respects more burdensome than that of the principal; (d) any defense based upon
any Benefited Party's errors or omissions in the administration of the
Obligations under the Security Guarantee, except behavior which amounts to bad
faith; (e)(1) any principles or provisions of law, statutory or otherwise, which
are or might be in conflict with the terms of the Security Guarantee and any
legal or equitable discharge of the Parent's obligations hereunder, (2) the
benefit of any statute of limitations affecting the Parent's liability hereunder
or the enforcement hereof, (3) any rights to set-offs, recoupments and
counterclaims and (4) promptness, diligence and any requirement that any
Benefited Party protect, secure, perfect or insure any security interest or lien
or any property subject thereto; (f) notices, demands, presentations, protests,
notices of protest, notices of dishonor and notices of any action or inaction,
including acceptance of the Security Guarantee, notices of default under the
Securities or any agreement or instrument related thereto, notices of any
renewal, extension or modification of the Obligations under the Security
Guarantee or any agreement related thereto, and notices of any extension of
credit to the Parent or NiSource Finance and any right to consent to any
thereof; (g) to the extent permitted under applicable law, the benefits of any
"One Action" rule; and (h) any defenses or benefits that may be derived from or
afforded by law which limit the liability of or exonerate guarantors or
sureties, or which may conflict with the terms of the Security Guarantee. The
Parent hereby covenants that its Security Guarantee shall not be discharged
except by complete performance of the Obligations contained in its Security
Guarantee and this Indenture.

         This Security Guarantee shall remain in full force and effect and
continue notwithstanding any petition filed by or against NiSource Finance for
liquidation or reorganization, NiSource Finance becoming insolvent or making an
assignment for the benefit of creditors or a receiver or trustee being appointed
for all or any significant part of the assets of NiSource Finance, and shall, to
the fullest extent permitted by law, continue to be effective or reinstated, as
the case may be, if at any time payment under this Indenture with respect to any
Security, is, pursuant to applicable law, rescinded or reduced in amount, or
must otherwise be restored or returned by any Holder of such Security,


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whether as a "voidable preference," "fraudulent transfer," or otherwise, all as
though such payment or performance had not been made.

         The Parent further agrees, to the fullest extent that it lawfully may
do so, that, as between the Parent, on the one hand, and the Holders and the
Trustee, on the other hand, the Maturity of the Obligations guaranteed hereby
may be accelerated as provided in Article Five hereof for the purposes of this
Security Guarantee, notwithstanding any stay, injunction or other prohibition
extant under any applicable Bankruptcy Law preventing such acceleration in
respect of the Obligations guaranteed hereby.

         The Parent agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any Obligations guaranteed
hereby until payment in full of all Obligations guaranteed hereby. The Parent
further agrees that, as between it, on the one hand, and the Holders and the
Trustee, on the other hand, (x) the Maturity of the Obligations guaranteed
hereby may be accelerated as provided in Section 502 hereof for the purposes of
this Security Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby and (y) in the event of any declaration of acceleration of
such Obligations as provided in Section 502 hereof, such Obligations (whether or
not due and payable) shall forthwith become due and payable by the Parent for
the purpose of this Security Guarantee.

         SECTION 1502. EXECUTION AND DELIVERY OF SECURITY GUARANTEE. To evidence
its Security Guarantee set forth in Section 1501 hereof, the Parent hereby
agrees that a notation of such Security Guarantee shall be endorsed by an
Officer of the Parent (by manual or facsimile signature) on each Security
authenticated and delivered by the Trustee and that this Indenture shall be
executed on behalf of the Parent by one of its Officers. The Parent hereby
agrees that its Security Guarantee set forth in Section 1501 hereof shall remain
in full force and effect notwithstanding any failure to endorse on each Security
a notation of such Security Guarantee. If an Officer whose signature is on this
Indenture or whose endorsement of the Security Guarantee is on a Security no
longer holds that office at the time the Trustee authenticates the Security on
which a Security Guarantee is endorsed, the Security Guarantee shall be valid
nevertheless. The delivery of any Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Security
Guarantee set forth in this Indenture on behalf of the Parent.

                              --------------------


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                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed and attested, all as of the day and year first
above written.

                                          NISOURCE FINANCE CORP.


                                          By:      /s/ Gary L. Neale
                                             -----------------------------------
                                          Name:    Gary L. Neale
Attest:                                   Title:   Chairman and President


By: /s/ Gary W. Pottorff
   ------------------------------


                                          NISOURCE INC.


                                          By:      /s/ Stephen P. Adik
                                             -----------------------------------
                                          Name:    Stephen P. Adik
Attest:                                   Title:   Vice Chairman


By: /s/ Gary W. Pottorff
   ------------------------------



                                          THE CHASE MANHATTAN BANK, as Trustee


                                          By:     /s/ R. Lorenzen
                                             -----------------------------------
                                          Name:   R. Lorenzen
Attest:                                   Title:  Assistant Vice President


By: /s/ Diane Darconte
   ------------------------------
    Trust Officer

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