0000950137-06-013006 Sample Contracts

November 28, 2006
Letter Agreement • November 29th, 2006 • Nisource Inc/De • Electric & other services combined

This letter agreement will modify the terms of the letter agreement between us dated May 20, 2005 governing your compensation as a non-employee director and Chairman of the Board of Directors of NiSource Inc. This amendment reflects your desire and the Board’s agreement that you resign as Chairman at the conclusion of the November 2006 Board of Directors meeting and not stand for reelection to the Board of Directors at the Annual Meeting of Shareholders in 2007.

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First Amendment to Rights Agreement, dated November 1, 2000, between NiSource Inc. and Mellon Investor Services LLC, f/k/a ChaseMellon Shareholder Services, L.L.C., as rights agent
Rights Agreement • November 29th, 2006 • Nisource Inc/De • Electric & other services combined

THIS FIRST AMENDMENT (“First Amendment”), is dated November 28, 2006, and amends that certain Rights Agreement, dated November 1, 2000, between NiSource Inc. (“NiSource”) and Mellon Investor Services LLC, f/k/a ChaseMellon Shareholder Services, L.L.C., as rights agent (the “Rights Agent”).

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