NISOURCE INC/DE
LETTER AGREEMENT BETWEEN NISOURCE & S. ZIMMERMAN
<DOCUMENT>
<TYPE>EX-10.35
<SEQUENCE>16
<FILENAME>w83926exv10w35.txt
<DESCRIPTION>LETTER AGREEMENT BETWEEN NISOURCE & S. ZIMMERMAN
<TEXT>
<PAGE>




                                                                   Exhibit 10.35

July 15, 2002



LaNette Zimmerman
801 E. 86th Avenue
Merrillville, Indiana  46410

Dear LaNette:

         This letter sets forth the terms for the additional supplemental
retirement benefit ("Supplemental Benefit") you, or your spouse in the event of
your death, will be entitled to receive upon your termination of employment with
NiSource Inc. or any of its affiliates (for purposes of this letter, except
where specifically provided, references to NiSource Inc. and its affiliates
shall be to "NiSource") in the event of your termination of employment for any
reason after December 31, 2003, other than your involuntary termination at any
time by NiSource for Good Cause. For purposes of this letter, Good Cause will
have the meaning set forth in your Change in Control and Termination Agreement
entered into with NiSource as of January 1, 2001, (the "CIC Agreement") and all
other capitalized terms will have the meaning set forth in the NiSource
Supplement Executive Retirement Plan, as amended and restated, effective June 1,
2002 (the "SERP").

         In the event of your termination of employment prior to death, you will
be entitled to receive a monthly Supplemental Benefit equal to the excess of (a)
over (b) below:

         a)       The monthly amount of the retirement benefit you would have
                  been entitled to received under the SERP if such benefit were
                  computed based upon the assumption that your first day of
                  Service was January 1, 1981 and the last day of Service is the
                  date of your termination; less

         b)       $1,629.29.

         In the event of your termination of employment due to death, your
         spouse will be entitled to receive a monthly Supplemental Benefit equal
         to the excess of (a) over (be) below:

         a)       The monthly amount of the retirement benefit your spouse would
                  have been entitled to receive under the SERP if such benefit
                  were computed based upon the assumption that your first day of
                  Service was January 1, 1981 and the last day of Service is the
                  date of your termination; less

         b)       $1,629.29

         In the event of your termination of employment at any time due to your
         becoming disabled (as such term is defined in Section 4.4 of the SERP),
         you will be entitled to receive a monthly Supplemental Benefit equal to
         the excess of (a) over (b) below:
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         a)       The monthly amount of the maximum Supplemental Disability
                  Pension you would have been entitled to received under Section
                  4.4 of the SERP if such benefits were computed based upon the
                  assumption that your first day of Service was January 1, 1981
                  and the last day of Service is the date of your disability;
                  less

         b)       $1,629.29.

         The Supplemental Benefit will be paid to you or your spouse in the same
         form, and will commence at the same time, as is applicable to the
         benefit payable to you or your spouse under the SERP. In addition,
         except as provided above in the first sentence of this letter, for all
         purposes of Article IV of the SERP (relating to Plan Benefits), your
         first day of service shall be treated as January 1, 1981.

         Any actuarial determinations made with respect to the SERP will be
         based upon the same actuarial equivalents as those specified in the
         SERP with respect to the determination of your SERP retirement benefit
         or death benefit on the date for commencement of payment thereof.

         The supplemental Benefit will constitute a nonqualified benefit and
         will be entirely unfounded. No provision will at any time be made with
         respect to the segregation of any assets of NiSource for the payment of
         the Supplemental Benefit pursuant to this letter. Neither you nor your
         spouse will have any interest in any particular assets of NiSource by
         reason of the right to receive a benefit under this letter and you and
         your spouse will have only the rights of a general unsecured creditor
         of NiSource with respect to any rights pursuant to this letter.

         NOTWITHSTANDING ANYTHING ELSE IN THIS LETTER TO THE CONTRARY, THE
         SUPPLEMENTAL BENEFIT SHALL BE VESTED AND PAYABLE TO YOU OR YOUR SPOUSE
         PURSUANT TO THE TERMS OF THE SERP IF THERE IS A "CHANGE IN CONTROL" OF
         NISOURCE (AS DEFINED IN THE CIC AGREEMENT) WHETHER PRIOR TO OR AFTER
         DECEMBER 31, 2003 REGARDLESS OF WHETHER YOUR EMPLOYMENT TERMINATES IN
         CONNECTION WITH SUCH CHANGE IN CONTROL OR IF YOU DIE, BECOME DISABLED
         (AS SUCH TERM IS DEFINED IN SECTION 4.4 OF THE SERP) OR ARE TERMINATED
         NOT FOR CAUSE BEFORE DECEMBER 31, 2003.

         This letter shall be construed and interpreted pursuant to the laws of
         Indiana.

         This letter contains the entire agreement between you and NiSource and
         supersedes any and all previous agreements; written or oral; between
         the parties relating to the subject matter hereof. No amendment or
         modification of the terms of this letter shall be binding upon the
         parties hereto unless reduced to writing and signed by you and
         NiSource.

         Nothing contained in this letter shall be construed to be an employment
         contract between you and NiSource.
<PAGE>
         This letter shall be binding upon and inure to the benefit of the
         parties hereto and their respective heirs, representatives and
         successors.

         Please sign and return a copy of this letter to Gary Neale to indicate
         your acknowledgment and acceptance of the terms set forth above.

                                              Very truly yours,

                                              NISOURCE INC.

                                              By:  /s/ Gary L. Neale
                                                   -----------------------------

         The undersigned, LaNette Zimmerman, hereby acknowledges and accepts the
terms and conditions described in this letter.

DATED: July 15, 2002


                                                    /s/ S. LaNette Zimmerman
                                                    LaNette Zimmerman



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</DOCUMENT>
