0000950152-09-001944 Sample Contracts

NISOURCE INC. FORM OF RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 27th, 2009 • Nisource Inc/De • Electric & other services combined • Indiana

This Agreement is made as of the ___ day of ___, (“Date of Award”) between NiSource Inc. (the “Company”) and ___ (the “Grantee”). In consideration of the agreements set forth below, the Company and the Grantee agree as follows:

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AMENDMENT NO. 1 to AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • February 27th, 2009 • Nisource Inc/De • Electric & other services combined • New York

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (the “Amendment”) is made as of September 19, 2008, by and among NISOURCE FINANCE CORP. (the “Borrower”), NISOURCE INC. (the “Guarantor”), the lenders from time to time parties thereto (the “Lenders”) and BARCLAYS BANK PLC, as issuer of letters of credit (the “LC Bank”) and as administrative agent (the “Administrative Agent”) under that certain Amended and Restated Revolving Credit Agreement dated as of July 7, 2006, by and among the Borrower, the Guarantor, the Lenders and the Administrative Agent (as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Defined terms used herein and not otherwise defined herein shall have the meaning given to them in the Credit Agreement.

AMENDMENT NO. 1 to NOTE PURCHASE AGREEMENT
Note Purchase Agreement • February 27th, 2009 • Nisource Inc/De • Electric & other services combined • New York

THIS AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (the “Amendment”) is made as of November 10, 2008, by and among NISOURCE FINANCE CORP. (“NFC”), NISOURCE INC. (the “Company”) and the purchasers whose names appear on the signature pages hereto (collectively, the “Purchasers”) under that certain Note Purchase Agreement dated as of August 23, 2005, by and among NFC, the Company and the other parties thereto (as further amended, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”). Defined terms used herein and not otherwise defined herein shall have the meaning given to them in the Note Purchase Agreement.

NISOURCE INC. FORM OF CONTINGENT STOCK AGREEMENT
Contingent Stock Agreement • February 27th, 2009 • Nisource Inc/De • Electric & other services combined • Indiana

This Agreement is made as of the ___ day of _______________, between NiSource Inc. (the “Company”) and __________________ (the “Grantee”). In consideration of the agreements set forth below, the Company and the Grantee agree as follows:

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