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NISOURCE INC.,

as successor to

New NiSource Inc.



to



JPMORGAN CHASE BANK,

as Trustee and as successor to

The Chase Manhattan Bank



SECOND SUPPLEMENTAL INDENTURE



Dated as of November 1, 2004



To the

Indenture, dated as of November 1, 2000, as amended by

the First Supplemental Indenture, dated as of November 1, 2000,

between the Company and the Trustee,

Providing for Issuance of Debt Securities



 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	ARTICLE I Amendment of First Supplemental Indenture	 	 	 	 
	Section 1.1
	 	Amendment to Section 2.1 of First Supplemental Indenture	 	 	1	 
	Section 1.2
	 	Amendment to Section 3.1 of First Supplemental Indenture	 	 	2	 
	 
	 	 	 	 	 	 
	ARTICLE II Miscellaneous	 	 	 	 
	Section 2.1
	 	Ratification of Indenture	 	 	2	 
	Section 2.2
	 	Trustee Not Responsible for Recitals	 	 	2	 
	Section 2.3
	 	Governing Law	 	 	2	 
	Section 2.4
	 	Severability	 	 	2	 
	Section 2.5
	 	Counterparts	 	 	3	 







 









 






SECOND SUPPLEMENTAL INDENTURE




     SECOND SUPPLEMENTAL INDENTURE, dated as of November 1, 2004 (this “Second
Supplemental Indenture”), between NiSource Inc. (successor to New NiSource
Inc.), a Delaware corporation (the “Company”), and JPMorgan Chase Bank, as
successor to The Chase Manhattan Bank, as trustee (the “Trustee”), under the
Indenture dated as of November 1, 2000, between the Company and the Trustee
(the “Indenture”), as amended by the First Supplemental Indenture dated as of
November 1, 2000 (the “First Supplemental Indenture”). A term not defined in
this Second Supplemental Indenture that is defined in the Indenture or the
First Supplemental Indenture has the same meaning when used in this Second
Supplemental Indenture.



     WHEREAS, the Company executed and delivered the Indenture to the Trustee
to provide for the issuance from time to time of the Company’s unsecured
debentures, notes or other evidences of indebtedness (collectively the
“Securities,” and individually, a “Security”) to be issued in one or more
series as might be determined by the Company under the Indenture, in an
unlimited aggregate principal amount which may be authenticated and delivered
as provided in the Indenture;



     WHEREAS, pursuant to the terms of the Indenture, the Company established a
new series of Securities known as the Senior Debentures due 2006 (the
“Debentures”), and the form and substance of such Debentures and their terms,
provisions and conditions are set forth in the Indenture and the First
Supplemental Indenture;



     WHEREAS, pursuant to the terms of the Indenture and the First Supplemental
Indenture, the Company desires to modify certain provisions of the First
Supplemental Indenture and the form of the Debentures in order to meet the
requirements of the Depositary;



     WHEREAS, the Company has requested that the Trustee execute and deliver
this Second Supplemental Indenture, all requirements necessary to make this
Second Supplemental Indenture a valid instrument in accordance with its terms
have been performed, and the execution and delivery of this Second Supplemental
Indenture has been duly authorized in all respects;



     NOW, THEREFORE, the Company covenants and agrees with the Trustee as
follows:



ARTICLE I

Amendment of First Supplemental Indenture



     Section 1.1 Amendment to Section 2.1 of the First Supplemental Indenture.
Section 2.1 of the First Supplemental Indenture is hereby amended and restated
in its entirety as follows:



1









 






     “Section 2.1 Designation, Denomination and Principal Amount.
There is hereby authorized a series of Securities designated as
‘Senior Debentures due 2006,’ limited in aggregate principal
amount to $145,600,000, in the denomination of $1,000.”



     Section 1.2 Amendment to Section 3.1 of the First Supplemental Indenture.
The last paragraph of Section 3.1 of the First Supplemental Indenture (such
paragraph being the last paragraph on the form of reverse of Debenture) is
hereby amended and restated in its entirety as follows:




     “The Debentures of this series are issuable only in
registered form without coupons in denominations of $1,000 and any
integral multiple of such amount. As provided in the Indenture
and subject to certain limitations in this Debenture and in the
Indenture set forth, Debentures of this series so issued are
exchangeable for a like aggregate principal amount of Debentures
of this series of a different authorized denomination, as
requested by the Holder surrendering the same.”



ARTICLE II

Miscellaneous



     Section 2.1. Ratification of Indenture. The Indenture, as supplemented by
the First Supplemental Indenture and this Second Supplemental Indenture, is in
all respects ratified and confirmed. This Second Supplemental Indenture shall
be deemed part of the Indenture in the manner and to the extent provided in
this Second Supplemental Indenture and the Indenture and the First Supplemental
Indenture.



     Section 2.2. Trustee Not Responsible for Recitals. The recitals
contained in this Second Supplemental Indenture are made by the Company and not
by the Trustee, and the Trustee assumes no responsibility for the correctness
of such recitals. The Trustee makes no representation as to the validity or
sufficiency of this Second Supplemental Indenture.



     Section 2.3. Governing Law. This Second Supplemental Indenture shall be
deemed to be a contract made under the internal law of the State of New York
and for all purposes shall be construed in accordance with the internal law of
that State, 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 2.4. Severability. In case any one or more of the provisions
contained in this Second Supplemental Indenture shall for any reason be held to
be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this
Second Supplemental Indenture, but this Second Supplemental Indenture shall be
construed as if such invalid or illegal or unenforceable provision had never
been contained in this Second Supplemental Indenture.



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     Section 2.5. Counterparts. This Second Supplemental Indenture may be
executed in any number of counterparts, each of which shall be an original; but
such counterparts shall together constitute but one and the same instrument.



3









 





     IN WITNESS WHEREOF, the parties have caused this Second Supplemental
Indenture to be duly executed and attested on this Second Supplemental
Indenture, on the date or dates indicated in the acknowledgments and as of the
day and year first above written.



	 	 	 	 	 	 	 
	 	 	NISOURCE INC.
	 
	 	 	 	 	 	 
	

	 	 	 	By:	 	 
	

	 	 	 	 	 	

	

	 	 	 	Name:	 	 
	

	 	 	 	Title:	 	 
	Attest:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	Name: Gary W. Pottorff
	 	 	 	 	 	 
	Title: Secretary
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, as Trustee
	 
	 	 	 	 	 	 
	

	 	 	 	By:	 	 
	

	 	 	 	 	 	

	

	 	 	 	Name:	 	 
	

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	[SEAL]
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 
	Title: