exv10w3

TABLE OF CONTENTS


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ARTICLE I PURPOSE; EFFECTIVE DATE		1

1.1 Purpose		1
1.2 Effective Date		1

ARTICLE II DEFINITIONS		1

2.1 Account		1
2.2 Beneficiary		2
2.3 Code		2
2.4 Committee		2
2.5 Company		2
2.6 Compensation		2
2.7 Deferral Commitment		2
2.8 Deferral Period		2
2.9 Determination Date		2
2.10 Discretionary Contribution		2
2.11 Election Form		2
2.12 Eligible Employee		2
2.13 Employer		2
2.14 Participant		2
2.15 Plan		2
2.16 Post-2004 Account		3
2.17 Pre-2005 Account		3
2.18 Retirement Committee		3
2.19 Unforeseeable Emergency		3
2.20 Gender and Number		3

ARTICLE III MERGER OF NISOURCE PLAN AND OTHER PLANS		3

3.1 Bay State Plan		3
3.2 Columbia Plan		3

ARTICLE IV PARTICIPATION AND DEFERRAL COMMITMENTS		3

4.1 Eligibility		4
4.2 Participation		4
4.3 Amendment of Eligibility Criteria		4

ARTICLE V DEFERRAL COMMITMENTS		4

5.1 Timing of Deferral Commitments		4
5.2 Amount of Deferral		4
5.3 Distribution Options		5
5.4 Duration of Deferral Commitment		5
5.5 Modification of Deferral Commitment		5


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5.6 Change in Employment Status		5

ARTICLE VI DEFERRED COMPENSATION ACCOUNT		5

6.1 Account		5
6.2 Timing of Credits; Withholding		5
6.3 Discretionary Contributions		6
6.4 Determination of Account		6
6.5 Vesting of Account		6
6.6 Statement of Account		6

ARTICLE VII INVESTMENTS		6

7.1 Investment Options		6
7.2 Special Investment Option for Former Participants in the Bay State Plan and Participants in the Plan		7
7.3 Special Investment Option for Former Participants in the Columbia Plan		7

ARTICLE VIII BENEFICIARY DESIGNATION		7

8.1 Distributions — Events Generally		8
8.2 In-Service Distributions		8
8.3 Distributions After Separation from Service		9
8.4 Hardship Distributions		11
8.5 Distribution Provisions Applicable to a Transferred Bay State Account		12
8.6 Automatic Cash-Out		12
8.7 Special Payment Election by December 31, 2006, for Code Section 409A Transition Relief		12
8.8 Withholding for Taxes		13
8.9 Payment to Guardian		13

ARTICLE IX BENEFICIARY DESIGNATION		13

9.1 Beneficiary Designation		13
9.2 Changing Beneficiary		13
9.3 Community Property		13
9.4 No Beneficiary Designation		14

ARTICLE X ADMINISTRATION		14

10.1 Committee; Duties		14
10.2 Agents		15
10.3 Binding Effect of Decisions		15
10.4 Indemnity of Retirement Committee		15

ARTICLE XI CLAIMS PROCEDURE		15

11.1 Claim		15
11.2 Review of Claim		15
11.3 Notice of Denial of Claim		15

NISOURCE INC.

EXECUTIVE DEFERRED COMPENSATION PLAN

ARTICLE I

PURPOSE; EFFECTIVE DATE

1.1 Purpose. The purpose of this Executive Deferred Compensation Plan is to provide current tax planning opportunities as well as supplemental funds for retirement or death for selected employees of an Employer. It is intended that the Plan will aid in attracting and retaining employees of exceptional ability by providing them with these benefits. Effective November 1, 2000, the Bay State Gas Company Key Employee Deferred Compensation Plan (the “Bay State Plan”) was merged into the NIPSCO Industries, Inc. Executive Deferred Compensation Plan (the “NIPSCO Plan”), and the NIPSCO Plan was renamed the NiSource Inc. Executive Deferred Compensation Plan (the “Plan”). Effective January 1, 2004, the Columbia Energy Group Deferred Compensation Plan (the “Columbia Plan”) was merged into the Plan. Effective January 1, 2005, the Plan was amended and restated to comply with Code Section 409A, and guidance and regulations thereunder. Deferred Compensation, Discretionary Contributions, and earnings thereon, earned and vested prior to January 1, 2005 shall be administered without giving effect to Code Section 409A, and guidance and regulations thereunder. Effective January 1, 2008, the Plan is hereby amended and restated to incorporate the provisions of amendments to the Plan since the January 1, 2005, amendment and restatement and to allow participants to elect to participate in the Plan only during the applicable enrollment period or at such later date allowed under Code Section 409A for certain performance based bonuses.

1.2 Effective Date. The Plan, as amended and restated, generally is effective as of January 1, 2008.

ARTICLE II

DEFINITIONS

For the purposes of the Plan, the following terms shall have the meanings indicated, unless the context clearly indicates otherwise:

2.1 Account. “Account” means the device used by an Employer to measure and determine the amount to be paid to a Participant under the Plan. Each Account shall be divided into a Pre-2005 Account containing contributions to the Plan earned and vested prior to January 1, 2005, a Post-2004 Account containing contributions to the Plan earned and/or vested on or after January 1, 2005, and, if applicable, a Transferred Bay State Account containing any amount transferred from the Bay State Plan or a Transferred Columbia Account containing any amount transferred from the Columbia Plan.

2.2 Beneficiary. “Beneficiary” means the person, persons or entity entitled under Article IX to receive any Plan benefits payable after a Participant’s death.

2.3 Code. “Code” means the Internal Revenue Code of 1986, as amended from time to time.

2.4 Committee. “Committee” means the Officer Nomination and Compensation Committee of the Board of Directors of the Company.

2.5 Company. “Company” means NiSource Inc., a Delaware corporation.

2.6 Compensation. “Compensation” means base salary and annual incentive awards paid to a Participant during the calendar year, before reduction for amounts deferred under the Plan or any other salary reduction program. Compensation earned on or after January 1, 2005 shall not include incentive payments other than annual incentive awards. Compensation does not include expense reimbursements, any form of noncash compensation, or benefits. Compensation does not include lump sum severance payments or lump sum vacation payouts.

2.7 Deferral Commitment. “Deferral Commitment” means a commitment made by a Participant to defer Compensation pursuant to Article IV.

2.8 Deferral Period. “Deferral Period” means each calendar year.

2.9 Determination Date. “Determination Date” means each business day.

2.10 Discretionary Contribution. “Discretionary Contribution” means the Employer contribution credited to a Participant’s Account under Section 6.3.

2.11 Election Form. “Election Form” means the agreement submitted by a Participant to the Retirement Committee prior to the beginning of a Deferral Period, with respect to a Deferral Commitment made for such Deferral Period.

2.12 Eligible Employee. “Eligible Employee” means a select group of management or highly compensated employees of the Employer selected by the Committee in accordance with this Plan.

2.13 Employer. “Employer” means the Company and any subsidiary or affiliate of the Company designated by the Committee to participate in the Plan.

2.14 Participant. “Participant” means any eligible individual who has elected to defer Compensation under the Plan.

2.15 Plan. “Plan” means the NiSource Inc. Executive Deferred Compensation Plan, as set forth herein and as amended from time to time.

2.16 Post-2004 Account. “Post-2004 Account” means the excess of (1) the total balance of the Participant’s Account determined as of a Participant’s date of separation from service with all Employers (provided that such separation from service occurred after December 31, 2004) over (2) his Pre-2005 Account, to which the Participant would be entitled under the Plan if he voluntarily separated from service without cause as of such date and received a full payment of benefits from the Plan on the earliest possible date allowed under the Plan following his separation from service.

2.17 Pre-2005 Account. “Pre-2005 Account” means the balance of a Participant’s Account determined as of December 31, 2004, adjusted to reflect earnings credited to such balance from and after such date.

2.18 Retirement Committee. “Retirement Committee” means a committee consisting of the Senior Vice President of Human Resources and the Vice President of Human Resources (in charge of Total Rewards) of the Company.

2.19 Unforeseeable Emergency. “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code Section 152(a)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

2.20 Gender and Number. Except when otherwise required by the context, any masculine terminology in this document shall include the feminine, and any singular terminology shall include the plural.

ARTICLE III

MERGER OF NISOURCE PLAN AND OTHER PLANS

3.1 Bay State Plan. As of November 1, 2000, the Bay State Plan was merged into the Plan. The balance of the account of each Bay State Plan participant, determined as of November 1, 2000, was transferred to the Plan and became the initial balance in such Participant’s Transferred Bay State Account in the Plan. A Participant’s Transferred Bay State Account shall be held, administered, invested, and distributed pursuant to the terms of the Plan.

3.2 Columbia Plan. As of January 1, 2004, the Columbia Plan was merged into the Plan. The balance of the account of each Columbia Plan participant, determined as of December 31, 2003, was transferred to the Plan and became the initial balance in such Participant’s Transferred Columbia Account in the Plan. A Participant’s Transferred Columbia Account shall be held, administered, invested, and distributed pursuant to the terms of the Plan.

ARTICLE IV

ELIGIBILITY AND PARTICIPATION

4.1 Eligibility. From and after January 1, 2005, eligibility to participate in the Plan for a Deferral Period shall be limited to (1) an employee in job scope level D2 or above, and (2) any other key employee of an Employer who is designated from time to time by the Committee.

4.2 Participation. An Eligible Employee shall become a Participant in the Plan by electing to defer Compensation in accordance with Article V. An Eligible Employee also becomes a participant if the Employer credits the Participant’s Account with a Discretionary Contribution.

4.3 Amendment of Eligibility Criteria. The Committee may, in its discretion, change the criteria for eligibility for any reason, provided, however, that no change in the criteria for eligibility shall be effective unless such changes are (a) within guidelines established by the Committee or (b) approved by the Committee. Eligibility for participation in one year does not guarantee eligibility to participate in any future year.

ARTICLE V

DEFERRAL COMMITMENTS

5.1 Timing of Deferral Elections. An Eligible Employee may elect to defer Compensation for services performed in any Deferral Period by submitting an Election Form to the Retirement Committee only during the annual enrollment period, established by the Retirement Committee, which shall end no later than December 31, of the year preceding such Deferral Period. Thus, for any salary to be paid for services performed in a year, an election to defer such salary must be made no later than December 31, of the prior year. Further, except as provided in Section 5.1(b) below, for annual incentive awards paid for services performed in a year, an election to defer such annual incentive award must be made no later than December 31, of the prior year. To illustrate these provisions, an election to defer salary payable for services performed in 2008 must be made by December 31, 2007. Further, an election to defer annual incentive awards that are (1) not performance-based compensation described in Section 5.1(b) below, (2) earned for the 2009 calendar year, and (3) to be paid in March 2010, must be made by December 31, 2008.

5.2 Amount of Deferral. A Participant may make a Deferral Commitment in the Election Form as follows:

(a) Compensation Deferral Commitment. The amount of base Compensation that a Participant may elect to defer in a Compensation Deferral Commitment shall be stated as a whole percentage of base Compensation from five percent (5%) to 80%; provided, however, that the Company may reduce the amount deferred to the extent necessary to satisfy federal, state, local, or other tax withholding obligations and employee benefit plan withholding requirements.

(b) Annual Incentive Deferral Commitment. The amount of any annual incentive award that a Participant may elect to defer in a Compensation Deferral Commitment shall be stated as a whole percentage of the annual incentive award from five percent (5%) to 100%; provided, however, that the Company may reduce the amount deferred to the extent necessary to

satisfy federal, state, local, or other tax withholding obligations and employee benefit plan withholding requirements.

No Deferral Commitment shall be made subsequent to the date of a Participant’s separation from service with all Employers.

5.3 Distribution Options. Each Deferral Commitment with respect to a calendar year shall specify the date on which the applicable deferred amount and earnings thereon shall be distributed. Such date shall be the first to occur of (1) the date of the Participant’s separation from service with all Employers; or (2) a date selected by the Participant, provided that a selected date must be at least one year after the date the deferred amount would have been paid to the Participant in cash in the absence of the election to make the deferral.

5.4 Duration of Deferral Commitment. A Participant shall make an election in his Election Form as to the time and form of payment of the Deferral Commitment for each Deferral Period. A Participant’s Deferral Commitment for any Deferral Period is effective only for such Deferral Period in order to defer Compensation for a subsequent Deferral Period, an Eligible Employee must file a new deferral election with respect to such Compensation. A Participant shall not be required to designate the same time and form of payment for each Deferral Period.

5.5 Modification of Deferral Commitment. Except as provided otherwise in this Plan, Deferral Commitments shall be irrevocable.

5.6 Change in Employment Status. If the Committee determines that a Participant’s performance is no longer at a level that deserves reward through participation in the Plan, but does not terminate the Participant’s employment with an Employer, the Participant’s existing Deferral Commitment shall terminate at the end of the current Deferral Period, and no new Deferral Commitment may be made by such Participant for any Deferral Period beginning after notice of such determination is given by the Committee.

ARTICLE VI

DEFERRED COMPENSATION ACCOUNT

6.1 Account. The Compensation deferred by a Participant under the Plan, including any Discretionary Contributions and earnings thereon, shall be credited to the Participant’s Account. Separate subaccounts may be maintained to reflect different forms of distribution, investment options, levels of vesting, and forms of payment. The Account shall be a bookkeeping device utilized for the sole purpose of determining the benefits payable under the Plan and shall not constitute a separate fund of assets.

6.2 Timing of Credits; Withholding. A Participant’s deferred Compensation shall be credited to the Participant’s Account at the time it would have been payable to the Participant. Any withholding of taxes or other amounts with respect to deferred Compensation that is required by federal, state or local law shall be withheld from the Participant’s nondeferred Compensation to the maximum extent possible and any remaining amount shall reduce the amount credited to the Participant’s Account.

6.3 Discretionary Contributions. An Employer may make Discretionary Contributions to a Participant’s Account. Discretionary Contributions shall be credited at such times and in such amounts as the Committee in its sole discretion shall determine.

6.4 Determination of Account. Each Participant’s Account as of each Determination Date shall consist of the balance of the Account as of the immediately preceding Determination Date, adjusted as follows:

(a) New Deferrals. The Account shall be increased by any deferred Compensation credited since such preceding Determination Date.

(b) Discretionary Contributions. The Account shall be increased by any Discretionary Contributions credited since such preceding Determination Date.

(c) Distributions. The Account shall be reduced by any benefits distributed from the Account to the Participant since such preceding Determination Date.

(d) Valuation of Account. The Account shall be increased or decreased by the aggregate earnings, gains and losses on such Account since such preceding Determination Date.

6.5 Vesting of Account. Each Participant shall be vested in the amounts credited to such Participant’s Account and earnings thereon as follows:

(a) Amounts Deferred. A Participant shall be 100% vested at all times in the amount of Compensation elected to be deferred under the Plan, and earnings thereon.

(b) Discretionary Contributions. A Participant’s Discretionary Contributions, and earnings thereon, shall become vested as determined by the Committee.

(c) Transferred Account. A Participant shall be 100% vested at all times in the balance of his Transferred Bay State Account or Transferred Columbia Account, if any.

6.6 Statement of Account. The Retirement Committee shall give to each Participant a statement showing the balance in the Participant’s Account periodically, at such times as may be determined by the Retirement Committee, in written or electronic form.

ARTICLE VII

INVESTMENTS

7.1 Investment Options. Amounts credited hereunder to the Account of a Participant shall be invested as such Participant elects among the investment choices provided to the Participant. The investment options shall be determined by the Company from time to time in its sole and absolute discretion. No election of a Deferral Commitment by a Participant shall be effective until such time as the Participant submits his initial investment election to the

Company. Such investment election shall continue to apply to subsequent Deferral Commitments made by the Participant until changed by the Participant.

7.2 Special Investment Option for Former Participants in the Bay State Plan and Participants in the Plan. Former participants in the Bay State Plan who became Participants in the Plan, or Participants in the Plan on November 1, 2000, shall have an additional special investment option applicable solely to their Transferred Bay State Account balances, or their Account balances in the Plan, valued as of November 1, 2000, and any subsequent amounts contributed to such Participant’s Account. Such Participants may invest their Transferred Bay State Account balances, or their Account balances in the Plan as of November 1, 2000, and any subsequent amounts contributed to such Participant’s Account, in a subaccount which shall be credited with earnings equal to one percentage point higher than the effective annual yield of the average of the Moody’s Average Corporate Bond Yield Index for the previous calendar month as published by Moody’s Investor Services, Inc. (or any successor publisher thereto), or, if such index is no longer published, a substantially similar index selected by the Committee. A Participant’s Transferred Bay State Account balance, or his Account balance in the Plan on November 1, 2000, shall be invested pursuant to this special investment option from and after November 1, 2000, and until such time as another investment choice is designated by him pursuant to Section 7.1 with respect to all or a portion of his Transferred Bay State Account, or his Account balance in the Plan on November 1, 2000. Subsequent amounts contributed to any such Participant’s Account may be invested pursuant to this option as designated by the Participant pursuant to Section 7.1. However, any portion of a Transferred Bay State Account, or an Account balance in the Plan, subsequently transferred from the investment option described in this Section 7.2 to another investment option may not be reinvested under this Section 7.2.

7.3 Special Investment Option for Former Participants in the Columbia Plan. Former participants in the Columbia Plan who become Participants in the Plan on January 1, 2004 shall have an additional special investment option applicable solely to their Transferred Columbia Account balances, valued as of January 1, 2004. Such Participants may invest all or any portion of their Transferred Columbia Account balances in a subaccount that shall be credited each day with earnings equal to the prime rate of interest in effect as of such business day, as listed in The Wall Street Journal. All or the designated portion of a Participant’s Transferred Columbia Account balance shall be invested pursuant to this special investment option from and after January 1, 2004, and until such time as another investment choice is designated by him pursuant to Section 7.1 with respect to all or a portion of his Transferred Columbia Account. Any portion of a Transferred Columbia Account subsequently transferred from the investment option described in this Section 7.3 to another investment option may not be reinvested under the investment option described in this Section 7.3. Amounts contributed to any such Participant’s Account on or after January 1, 2004 shall not be eligible for the investment option described in this Section 7.3.

ARTICLE VIII

PLAN BENEFITS — PAYMENTS AND DISTRIBUTIONS

8.1 Distributions/Events Generally. Participants generally will not be entitled to receive a distribution of their Account balance until they separate from service with the Employer for any reason, as provided in Section 8.3. A Participant may receive a distribution before separation from service, however, in accordance with this Article VIII, upon (1) an Unforeseeable Emergency that occurs before separation from service, or (2) a year that has been designated by the Participant in a Deferral Commitment and that occurs before separation from service.

8.2 In-Service Distributions.

(a) General Payments. A Participant, in connection with a Deferral Commitment, may elect to receive his or her Compensation deferred for a Deferral Period, and all amounts credited or debited thereto, in a specified year while employed with an Employer. The Participant, in a Deferral Commitment, may elect to receive such an in-service distribution as either a lump sum or equal annual installments over a period of not more than 15 years. If a Participant does not make such an election, the payment shall be made in a lump sum.

If a Participant elects to receive an in-service distribution as a lump sum, the amount of the lump sum payment will be based on the value of the Participant’s account as of March 15 of the designated year. The distribution date generally shall be March 31 of such year, or, if later, within such time frame permitted under Code Section 409A and the guidance and regulations thereunder.

If a Participant elects to receive installments, the amount of each installment payment will be based on the value of the participant’s account as of the March 15 preceding the distribution of each installment payment. The distribution date generally shall be each subsequent March 31, or if later, within such time frame permitted under Code Section 409A, and the guidance and regulations thereunder.

(b) Modifying In-Service Distributions.

(1) Pre-2005 Account. Notwithstanding any other provision of the Plan, a Participant may modify his election as to the form or time of distribution of his entire Pre-2005 Account, and earnings thereon, by a writing filed with the Retirement Committee at any time prior to the commencement of payment. A Participant’s modification of his election as to the form or time of commencement of payment shall be ineffective, unless (1) the modification election is filed with the Retirement Committee more than 12 months prior to the time of commencement of payment, or (2) a Participant elects by written instrument delivered to the Company prior to the time of commencement of payment to have his Pre-2005 Account reduced by 10%. This reduction shall be forfeited and used by the Plan to reduce expenses of administration. This reduction is intended to discourage a Participant from modifying his election as to the form or time of commencement of payment within the period set forth in clause (1) above and prevent him from being deemed in constructive receipt of his Pre-2005 Account prior to its actual payment to him.

(2) Post-2004 Account. The Company, in its discretion, may allow a Participant to modify his election as to the form or time of distribution of his entire Post-2004 Account, and earnings thereon, or of any Post-2004 Deferral Commitment under the Plan and earnings thereon, if (1) such election does not take effect until at least 12 months after the date on which the election is made, (2) the first payment with respect to which such election is made is deferred for a period of not less than five (5) years from the date on which such payment would otherwise have been made, and (3) any election related to a payment to be made at a specified date is made at least 12 months prior to the date of the first scheduled payment. For purposes of the Plan, the term “payment” means each separate installment and not the collective group of installment payments.

(c) Precedence of Distributions. In the event a Participant has a separation from service, Severe Financial Hardship, or other event that triggers distribution of benefits under Article VIII of this Plan, all amounts subject to an in-service distribution shall be paid in accordance with other applicable provisions of the Plan and not under this Section 8.2. If, however, a Participant made an election to postpone an in-service distribution under Section 8.2(b), and the Participant separates from service, the distribution will be made in accordance with Section 8.2(b) and not Section 8.3.

8.3 Distributions After Separation from Service.

(a) Generally. If a Participant separates from service with an Employer, the provisions of this Section 8.3 shall apply to the distribution of the Participant’s account. The Participant may elect, in his or her, Deferral Commitment, to receive such benefits as either a lump sum or in equal annual installments over a period not to exceed 15 years. If no such election is made, payment shall be made as a lump sum.

(b) Lump Sum.

(1) Pre-2005 Account. If payment of a Participant’s Pre-2005 Account is to be made in a lump sum, the lump sum payment generally shall be made on or as soon as administratively practicable after the March 31^st immediately after the date in which the Participant separates from service.

(2) Post-2004 Account.

(a) Non-Specified Employees. If payment of a Participant’s Post-2004 Account is to be made to the Participant in a lump sum, and the Participant is not a Specified Employee of any Employer as defined in Section 8.3(d) of this Plan and consistent with the guidance under Code Section 409A, the lump sum payment generally shall be made on or as soon as administratively practicable after the March 31^st immediately after the date in which the Participant separates from service.

(b) Specified Employees. If payment of a Participant’s Post-2004 Account is to be made to the Participant in a lump sum, and the Participant is a Specified Employee of any Employer, as defined in Section 8.3(d) of this Plan and consistent with the

guidance under Code Section 409A, the lump sum payment generally shall be made on or as soon as administratively practicable after the later of (1) the March 31^st immediately after the date in which the Participant separates from service, or (2) the date that is six (6) months after the date in which the Participant separates from service, unless due to such Participant’s death, in which case payment generally shall be made to the Beneficiary as soon as practicable after the date of the Participant’s death.

(1) Pre-2005 Account. If payment of a Participant’s Pre-2005 Account is to be made in annual installments, the distribution of the first annual installment payment generally shall be made on or as soon as administratively practicable after the March 31^st immediately after the date in which the Participant separates from service. The amount of this first installment payment shall be based on the value of the Participant’s Account as of the March 15 preceding the distribution date of this installment payment. Each subsequent installment payment generally shall be paid on or as soon as administratively practicable after each subsequent March 31. The amount of each such installment shall be based on the value of the Participant’s account as of the March 15 preceding the distribution date of such installment.

(2) Post-2004 Account.

(a) Non-Specified Employees. If payment of a Participant’s Post-2004 Account is to be made to the Participant in annual installments, the distribution of the first annual installment payment generally shall be made on or as soon as administratively practicable after the March 31^st immediately after the date in which the Participant separates from service. The amount of this first installment payment shall be based on the value of the Participant’s Account as of the March 15 preceding the distribution date of this installment payment. Each subsequent installment payment generally shall be paid on or as soon as administratively practicable after each subsequent March 31. The amount of each such installment shall be based on the value of the Participant’s account as of the March 15 preceding the distribution date of such installment.

(b) Specified Employees. If payment of a Participant’s Post-2004 Account is to be made to the Participant in annual installments, and the Participant is a Specified Employee of any Employer, as defined in Section 8.3(d) of this Plan and consistent with the guidance under Code Section 409A, the distribution of the first annual installment payment generally shall be made on or as soon as administratively practicable after the later of (1) the March 31^st immediately after the date in which the Participant separates from service, or (2) the date that is six (6) months after the date in which the Participant separates from service, unless due to such Participant’s death, in which case such installment payment generally shall be made to the Beneficiary as soon as practicable after the date of the Participant’s death. The amount of this first installment payment shall be based on the value of the Participant’s Account as of the March 15 preceding the distribution date of this installment payment. Each subsequent installment payment generally shall be paid on or as soon as administratively practicable after each subsequent March 31. The amount of each such installment shall be based on the value of the Participant’s account as of the March 15 preceding the distribution date of such installment.

(d) Specified Employee Determination. A Participant shall be deemed to be a Specified Employee for purposes of this Section 8.3 if he or she is in job scope level C2 or above with respect to any Employer that employees him; provided that if at any time the total number of Employees in job category C2 and above is less than 50, a Specified Employee shall include any employee who meets the definition of Key Employee set forth in Code Section 416(i) without reference to paragraph (5). A Participant shall be deemed to be a Specified Employee with respect to a calendar year if he or she is a Specified Employee on September 30 of the preceding calendar.

(e) Modifying Separation from Service Distributions.

8.4 Unforeseeable Emergency/Hardship Distributions.

(a) Upon a finding that a Participant has suffered an Unforeseeable Emergency, the Retirement Committee may, in its sole discretion, make distributions from the Participant’s Pre-2005 Account (including his Transferred Bay State Account or Transferred Columbia Account, if applicable). The amount of such a distribution shall be limited to the amount reasonably necessary to meet the Participant’s needs resulting from the Unforeseeable Emergency. Any distribution pursuant to this Section 8.4(a) shall be payable in a lump sum.

The distribution shall be paid within 30 days after the determination of an Unforeseeable Emergency.

(b) Upon a finding that a Participant has suffered an Unforeseeable Emergency, the Retirement Committee may, in its sole discretion, make distributions from the Participant’s Post-2004 Account and/or allow a Participant to suspend his Deferred Commitment entirely. The amount of such distribution shall be limited to the amount necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). Any distribution pursuant to this Section 8.4(b) shall be payable in a lump sum. The distribution shall be paid within 30 days after the determination of an Unforeseeable Emergency.

8.5 Distribution Provisions Applicable to a Transferred Bay State Account. Notwithstanding any other provision in the Plan, the following provisions shall apply to the form and time of payment of the balance of a Transferred Bay State Account:

(a) The portion of a Transferred Bay State Account not paid pursuant to Section 8.2 shall be paid to a Participant following his separation from service, or to his Beneficiary in the case of death, in the form selected by the Participant, by written instrument delivered to the Retirement Committee before November 1, 2000. If no form is selected by the Participant, payment shall be made in a lump sum. The provisions of Section 8.2(b) shall apply with respect to the election of the form of payment of a Transferred Bay State Account and the modification of such election.

(b) Any former employee of Bay State Gas Company who (1) was a participant in the Bay State Plan immediately prior to November 1, 2000, (2) terminated employment with Bay State Gas Company prior to November 1, 2000, for any reason other than Retirement, death or Disability (as such terms were defined in the Bay State Plan immediately prior to November 1, 2000), and (3) as of November 1, 2000, had not commenced payment of his Account shall not commence payment of his Transferred Bay State Account until the earlier of the Participant’s attainment of age 65, Disability or death. Notwithstanding the preceding sentence, the Retirement Committee may, in its sole discretion, vary the manner and time of making the payment of a Participant’s Transferred Bay State Account to such former Bay State employee, and may make such distributions over a longer or shorter period of time or in a lump sum.

8.6 Automatic Cash-Out. In the event a Participant’s Account balance at the time distribution begins, or following a distribution of an installment payment is $15,000 or less, that balance shall be paid to the Participant or his Beneficiary in a lump sum on the next annual installment distribution date notwithstanding any form of benefit payment elected by the Participant.

8.7 Special Payment Election by December 31, 2006, for Code Section 409A Transition Relief. Notwithstanding any other provision of this Plan, a Participant may change

an election with respect to the time and form of payment of Post-2004 Benefit, without regard to the restrictions imposed under paragraph (i) next above, on or before December 31, 2006; provided that such election (1) applies only to amounts that would not otherwise be payable in calendar year 2006, and (2) shall not cause an amount to be paid in calendar year 2006 that would not otherwise be payable in such year.

8.8 Withholding for Taxes. To the extent required by the law in effect at the time payments are made, an Employer shall withhold from the payments made hereunder any taxes required to be withheld by the federal or any state or local government, including any amounts which the Employer determines is reasonably necessary to pay any generation-skipping transfer tax which is or may become due. A Beneficiary, however, may elect not to have withholding of federal income tax pursuant to Code Section 3405(a)(2).

8.9 Payment to Guardian. The Retirement Committee may direct payment to the duly appointed guardian, conservator or other similar legal representative of a Participant or Beneficiary to whom payment is due. In the absence of such a legal representative, the Retirement Committee may, in its sole and absolute discretion, make payment to a person having the care and custody of a minor, incompetent or person incapable of handling the disposition of property upon proof satisfactory to the Retirement Committee of incompetency, status as a minor, or incapacity. Such distribution shall completely discharge the Company from all liability with respect to such benefit.

ARTICLE IX

BENEFICIARY DESIGNATION

9.1 Beneficiary Designation. Subject to Section 9.3, each Participant shall have the right, at any time, to designate one or more persons or an entity as Beneficiary (both primary as well as secondary) to whom benefits under the Plan shall be paid in the event of the Participant’s death prior to complete distribution of the Participant’s Account. Each Beneficiary designation shall be in a written form prescribed by the Retirement Committee and shall be effective only when filed with the Retirement Committee during the Participant’s lifetime.

9.2 Changing Beneficiary. Subject to Section 9.3, any Beneficiary designation may be changed by a Participant without the consent of the previously named Beneficiary by the filing of a new designation with the Retirement Committee. The filing of a new designation shall cancel all designations previously filed.

9.3 Community Property. If the Participant resides in a community property state, the following rules shall apply:

(a) Designation by a married Participant of a Beneficiary other than the Participant’s spouse shall not be effective unless the spouse executes a written consent that acknowledges the effect of the designation, or it is established that the consent cannot be obtained because the spouse cannot be located.

(b) A married Participant’s Beneficiary designation may be changed by a Participant with the consent of the Participant’s spouse as provided for in Section 9.3(a) by the filing of a new designation with the Retirement Committee.

(c) If the Participant’s marital status changes after the Participant has designated a Beneficiary, the following shall apply:

(i) If the Participant is married at the time of death but was unmarried when the designation was made, the designation shall be void unless the spouse has consented to it in the manner prescribed in Section 98.3(a).

(ii) If the Participant is unmarried at the time of death but was married when the designation was made:

(a) The designation shall be void if the spouse was named as Beneficiary, unless the designation is reaffirmed when the Participant is unmarried.

(b) The designation shall remain valid if a nonspouse. Beneficiary was named.

(iii) If the Participant was married when the designation was made and is married to a different spouse at death, the designation shall be void unless the new spouse has consented to it in the manner prescribed above.

9.4 No Beneficiary Designation. If any Participant fails to designate a Beneficiary in the manner provided above, if the designation is void or if the Beneficiary designated by a deceased Participant dies before the Participant or before complete distribution of the Participant’s benefits, the Participant’s Beneficiary shall be the person in the first of the following classes in which there is a survivor:

(a) The Participant’s spouse;

(b) The Participant’s children in equal shares, except that if any of the children predeceases the Participant but leaves issue surviving, then such issue shall take, by right of representation, the share the parent would have taken if living;

ARTICLE X

ADMINISTRATION

10.1 Committee; Duties. The Plan shall be administered by the Retirement Committee. The Retirement Committee shall have the authority to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of the Plan and decide or

resolve any and all questions, including interpretations of the Plan, as may arise in such administration. Members of the Retirement Committee may be Participants under the Plan.

10.2 Agents. The Retirement Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to the Company.

10.3 Binding Effect of Decisions. The decision or action of the Retirement Committee with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in the Plan.

10.4 Indemnity of Retirement Committee. The Company shall indemnify and hold harmless the members of the Retirement Committee against any and all claims, loss, damage, expense, or liability arising from any action or failure to act with respect to the Plan on account of such person’s service on the Retirement Committee, except in the case of gross negligence or willful misconduct.

ARTICLE XI

CLAIMS PROCEDURE

11.1 Claim. The Retirement Committee shall establish rules and procedures to be followed by Participants and Beneficiaries in filing claims for benefits, and for furnishing and verifying proof necessary to establish the right to benefits in accordance with the Plan, consistent with the remainder of this Article. Such rules and procedures shall require that claims and proofs be made in writing and directed to the Retirement Committee.

11.2 Review of Claim. The Retirement Committee shall review all claims for benefits. Upon receipt by the Retirement Committee of such a claim, it shall determine all facts that are necessary to establish the right of the claimant to benefits under the provisions of the Plan and the amount thereof as herein provided within 90 days of receipt of such claim. If prior to the expiration of the initial 90 day period, the Retirement Committee determines additional time is needed to come to a determination on the claim, the Retirement Committee shall provide written notice to the Participant, Beneficiary or other claimant of the need for the extension, not to exceed a total of 180 days from the date the application was received.

11.3 Notice of Denial of Claim. In the event that any Participant, Beneficiary or other claimant claims to be entitled to a benefit under the Plan, and the Retirement Committee determines that such claim should be denied in whole or in part, the Retirement Committee shall, in writing, notify such claimant that the claim has been denied, in whole or in part, setting forth the specific reasons for such denial. Such notification shall be written in a manner reasonably expected to be understood by such claimant and shall refer to the specific sections of the Plan relied on, shall describe any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary, and, where appropriate, shall include an explanation of how the claimant can obtain reconsideration of such denial.

11.4 Reconsideration of Denied Claim.

(a) Within 60 days after receipt of the notice of the denial of a claim, such claimant or duly authorized representative may request, by mailing or delivery of such written notice to the Retirement Committee, a reconsideration by the Retirement Committee of the decision denying the claim. If the claimant or duly authorized representative fails to request such a reconsideration within such 60 day period, it shall be conclusively determined for all purposes of the Plan that the denial of such claim by the Retirement Committee is correct. If such claimant or duly authorized representative requests a reconsideration within such 60 day period, the claimant or duly authorized representative shall have 30 days after filing a request for reconsideration to submit additional written material in support of the claim, review pertinent documents and submit issues and comments in writing.

(b) After such reconsideration request, the Retirement Committee shall determine within 60 days of receipt of the claimant’s request for reconsideration whether such denial of the claim was correct and shall notify such claimant in writing of its determination. The written notice of decision shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, as well as specific references to the pertinent Plan provisions on which the decision is based. In the event of special circumstances determined by the Retirement Committee, the time for the Retirement Committee to make a decision may be extended by an additional 60 days upon written notice to the claimant prior to the commencement of the extension. If such determination is favorable to the claimant, it shall be binding and conclusive. If such determination is adverse to such claimant, it shall be binding and conclusive unless the claimant or his duly authorized representative notifies the Retirement Committee within 90 days after the mailing or delivery to the claimant by the Retirement Committee of its determination that claimant intends to institute legal proceedings challenging the determination of the Retirement Committee and actually institutes such legal proceedings within 180 days after such mailing or delivery.

11.5 Employer to Supply Information. To enable the Retirement Committee to perform its functions, each Employer shall supply full and timely information to the Retirement Committee of all matters relating to the retirement, death or other cause for separation from service of all Participants, and such other pertinent facts as the Retirement Committee may require.

ARTICLE XII

AMENDMENT AND TERMINATION OF PLAN

12.1 Amendment. The Committee may at any time amend the Plan by written instrument, notice of which is given to all Participants, and to Beneficiaries receiving installment payments. Notwithstanding the preceding sentence, no amendment shall reduce the amount accrued in any Account prior to the date such notice of the amendment is given.

12.2 Employer’s Right to Terminate. The Committee may at any time partially or completely terminate the Plan if, in its judgment, the tax, accounting or other effects of the continuance of the Plan, or potential payments thereunder, would not be in the best interests of the Employers.

(a) Partial Termination. The Committee may partially terminate the Plan by instructing the Retirement Committee not to accept any additional Deferral Commitments. If such a partial termination occurs, the Plan shall continue to operate and be effective with regard to Deferral Commitments entered into prior to the effective date of such partial termination.

(b) Complete Termination. The Committee may completely terminate the Plan by instructing the Retirement Committee not to accept any additional Deferral Commitments, and by terminating all ongoing Deferral Commitments. If such a complete termination occurs, the Plan shall cease to operate and the Employers shall pay out each Pre-2005 Account in equal monthly installments over the following period, based on the Pre-2005 Account balance:


Account Balance		Payout Period
Less than $50,000		Lump Sum
$50,000 but less than $100,000		3 Years
More than $100,000		5 Years

Payments shall commence within 65 days after the Committee terminates the Plan, and earnings shall continue to be credited on the unpaid Account balance. Employers shall pay out each Post-2004 Account in the manner and at the time described in Articles V and VIII.

ARTICLE XIII

MISCELLANEOUS

13.1 Unfunded Plan. The Plan is an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of “management or highly-compensated employees” within the meaning of Sections 201, 301 and 401 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and therefore is exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA.

13.2 Company and Employer Obligations. The obligation to make benefit payments to any Participant under the Plan shall be a joint and several liability of the Company and the Employer that employed the Participant.

13.3 Unsecured General Creditor. Participants and Beneficiaries shall be unsecured general creditors, with no secured or preferential right to any assets of the Employer or any other party for payment of benefits under the Plan. Any life insurance policies, annuity contracts or other property purchased by the Employer in connection with the Plan shall remain its general, unpledged and unrestricted assets. The Employer’s obligation under the Plan shall be an unfunded and unsecured promise to pay money in the future.

13.4 Trust Fund. Subject to Section 13.3, the Company may establish separate subtrusts for deferrals by employees of each Employer, pursuant to a trust agreement entered into with such trustees as the Committee may approve, for the purpose of providing for the payment of benefits owed under the Plan. At its discretion, each Employer may contribute deferrals under the Plan for its employees to the subtrust established with respect to such Employer under such trust agreement. To the extent any benefits provided under the Plan are paid from any such subtrust, the Employer shall have no further obligation to pay them. If not paid from a subtrust, such benefits shall remain the obligation of the Employer. Although such subtrusts may be irrevocable, their assets shall be held for payment of all the Company’s general creditors in the event of insolvency or bankruptcy.

13.5. Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage, or otherwise encumber, transfer, hypothecate, or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof or rights to, which are expressly declared to be unassignable and nontransferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony, or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.

Notwithstanding the preceding paragraph, the Account of any Participant shall be subject to and payable in the amount determined in accordance with any qualified domestic relations order, as that term is defined in Section 206(d)(3) of ERISA. The Retirement Committee shall provide for payment in a lump sum from a Participant’s Account to an alternate payee (as defined in Code Section 414(p)(8)) as soon as administratively practicable following receipt of such order. Any federal, state or local income tax associated with such payment shall be the responsibility of the alternate payee. The balance of an Account that is subject to any qualified domestic relations order shall be reduced by the amount of any payment made pursuant to such order.

13.6 Not a Contract of Employment. The Plan shall not constitute a contract of employment between an Employer and the Participant. Nothing in the Plan shall give a Participant the right to be retained in the service of an Employer or to interfere with the right of an Employer to discipline or discharge a Participant at any time.

13.7 Protective Provisions. A Participant shall cooperate with his Employer by furnishing any and all information requested by the Employer in order to facilitate the payment of benefits hereunder, and by taking such physical examinations as the Employer may deem necessary and taking such other action as may be requested by the Employer.

13.8 Governing Law. The provisions of the Plan shall be construed and interpreted according to the laws of the State of Indiana, except as preempted by federal law.

13.9 Validity. In case any provision of the Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but the Plan shall be construed and enforced as if such illegal and invalid provision had never been inserted herein.

13.10 Notice. Any notice required or permitted under the Plan shall be sufficient if in writing and hand delivered or sent by registered or certified mail. Such notice shall be deemed as given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. Mailed notice to the Retirement Committee shall be directed to the Company’s address. Mailed notice to a Participant or Beneficiary shall be directed to the individual’s last known address in the applicable Employer’s records.

13.11 Successors. The provisions of the Plan shall bind and inure to the benefit of the Employers and their successors and assigns. The term successors as used herein shall include any corporate or other business entity that shall, whether by merger, consolidation, purchase, or otherwise, acquire all or substantially all of the business and assets of an Employer, and successors of any such corporation or other business entity.

13.12 Tax Savings Clause. Notwithstanding anything to the contrary contained in the Plan, (1) in the event that the Internal Revenue Service prevails in its claim that amounts contributed to the Plan for the benefit of a Participant, and/or earnings thereon, constitute taxable income under Code Section 409A, and guidance and regulations thereunder, to the Participant or his Beneficiary for a taxable year prior to the taxable year in which such contributions and/or earnings are distributed to him, or (2) in the event that legal counsel satisfactory to the Company, and the applicable Participant or his Beneficiary, renders an opinion that the Internal Revenue Service would likely prevail in such a claim, the Post-2004 Account, to the extent constituting such taxable income, shall be immediately distributed to the Participant or his Beneficiary. For purposes of this Section, the Internal Revenue Service shall be deemed to have prevailed in a claim if such claim is upheld by a court of final jurisdiction, or, if based upon an opinion of legal counsel satisfactory to the Company and the Participant or his Beneficiary, the Plan fails to appeal a decision of the Internal Revenue Service, or a court of applicable jurisdiction, with respect to such claim to an appropriate Internal Revenue Service appeals authority or to a court of higher jurisdiction within the appropriate time period.

IN WITNESS WHEREOF, the Company has caused the Plan to be executed in its name by its duly authorized officer this 28 day of October 2008, effective as of the 1^st day of January 2008.


	NISOURCE INC.
	By:	/s/ Robert Campbell


	Page
11.4 Reconsideration of Denied Claim		16
11.5 Employer to Supply Information		16

ARTICLE XII AMENDMENT AND TERMINATION OF PLAN		16

12.1 Amendment		16
12.2 Employer’s Right to Terminate		17

ARTICLE XIII MISCELLANEOUS		17

13.1 Unfunded Plan		17
13.2 Company and Employer Obligations		17
13.3 Unsecured General Creditor		17
13.4 Trust Fund		18
13.5 Nonassignability		18
13.6 Not a Contract of Employment		18
13.7 Protective Provisions		18
13.8 Governing Law		18
13.9 Validity		19
13.10 Notice		19
13.11 Successors		19
13.12 Tax Savings Clause		19

EXHIBIT A		A-1