NISOURCE INC/DE
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>c87285exv10w5.txt
<DESCRIPTION>SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
<TEXT>
<PAGE>

                                                                    Exhibit 10.5

                                  NISOURCE INC.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2004

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                       PAGE
                                                                                       ----
<S>                                                                                    <C>
ARTICLE I         PURPOSE..........................................................      1

ARTICLE II        DEFINITIONS......................................................      1

     2.1      Definitions..........................................................      1
     2.2      Principal Entities...................................................      1
     2.3      Other Definitions....................................................      2

ARTICLE III       PARTICIPATION....................................................      3

ARTICLE IV        SUPPLEMENTAL RETIREMENT PENSION..................................      3

     4.1      Applicability........................................................      3
     4.2      Supplemental Retirement Pension......................................      3
     4.3      Reduction for Early Retirement.......................................      4
     4.4      Termination of Employment Prior to Early Retirement..................      4
     4.5      Supplemental Disability Pension......................................      5
     4.6      Supplemental Spouse Pension..........................................      5
     4.7      Retiree Death Benefit................................................      6
     4.8      Cost of Living Adjustment............................................      6
     4.9      Separate Agreement...................................................      6

ARTICLE V         SUPPLEMENTAL RETIREMENT ACCOUNT..................................      6

     5.1      Applicability........................................................      6
     5.2      Supplemental Retirement Account......................................      7
     5.3      Supplemental Credits.................................................      7
     5.4      Termination of Employment............................................      7
     5.5      Death................................................................      7

ARTICLE VI        DISTRIBUTIONS....................................................      8

     6.1      Form of Payment......................................................      8
     6.2      Small Benefit Amounts................................................      8

ARTICLE VII       MISCELLANEOUS....................................................      8

     7.1      Plan Financing.......................................................      8
     7.2      Non-Compete and Related Provisions...................................      8
     7.3      Nonguarantee of Employment...........................................      9
     7.4      Nonalienation of Benefits............................................      9
     7.5      Plan Amendment or Termination........................................      9
     7.6      Indemnification......................................................     10
     7.7      Action by Company....................................................     10
     7.8      Protective Provisions................................................     11
     7.9      Governing Law........................................................     11
     7.10     Notice...............................................................     11
</TABLE>

                                        i
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                       PAGE
                                                                                       ----
<S>                                                                                    <C>
     7.11     Successors...........................................................     11
     7.12     Actuarial Assumptions................................................     11
     7.13     Tax Savings..........................................................     11

ARTICLE VIII      CHANGE IN CONTROL................................................     12

     8.1      Change in Control....................................................     12
     8.2      Potential Change in Control..........................................     12
     8.3      Additional Service and Compensation Upon Change in Control...........     12
     8.4      Waiver of Service and Age Requirements Upon Change in Control........     13
     8.5      Funding of Plan Benefits Upon Change in Control......................     13
     8.6      Plan Administration and Amendment Upon a Change in Control...........     13
     8.7      Committee Discretion to Pay Lump Sum After a Change in Control.......     13
     8.8      Lump Sum Election....................................................     13
     8.9      Definitions..........................................................     14

ARTICLE IX        PLAN ADMINISTRATION:THE COMMITTEE................................     15

     9.1      General Powers, Rights and Duties....................................     15
     9.2      Information Required by Committee....................................     15
     9.3      Committee Decision Final.............................................     15
     9.4      Claims Procedure.....................................................     16
</TABLE>

                                       ii
<PAGE>

                                  NISOURCE INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2004

                                    ARTICLE I

                                     PURPOSE

      Effective as of December 23, 1982, and as subsequently amended as of
January 1, 1989, Northern Indiana Public Service Company adopted the Northern
Indiana Public Service Company Supplemental Executive Retirement Plan. Effective
as of January 1, 1991, NIPSCO Industries, Inc. (the "Company") adopted the
NIPSCO Industries, Inc. Supplemental Executive Retirement Plan (the "Plan"), to
benefit the Company by providing key executives and employees with additional
security in order to aid the Company in retaining its present management and,
should circumstances require it, to aid the Company in attracting additions to
management. The Company, by providing such additional benefits, expects key
executives and employees to be available for consulting assignments to the
Company after retirement, at the Company's request. The Plan was amended and
restated, effective January 1, 1993, in order to clarify certain provisions, and
was further amended and restated effective September 1, 1994. The Plan was
further amended and restated effective June 1, 2002 to reflect the name change
of the Company to NiSource Inc. and to make other administrative and technical
changes. The Plan is further amended herein, effective January 1, 2004, to
reflect changes in the structure of benefits under the Plan.

      It is intended that the Plan be exempt from the reporting and disclosure
requirements of Title I of the Employee Retirement Income Security Act of 1974
because it is an unfunded plan maintained by an employer for the purpose of
providing benefits for a select group of management or highly compensated
employees.

                                   ARTICLE II

                                   DEFINITIONS

      2.1   Definitions. Where the following words or phrases appear in the
Plan, they shall have the respective meanings set forth in the following
Sections of this Article, unless the context clearly indicates to the contrary.

      2.2   Principal Entities.

      (a)   Board. The Board of Directors of NiSource Inc.

      (b)   Committee. The Officer Nomination and Compensation Committee of the
            Board which has certain specific duties with respect to the Plan.

<PAGE>

      (c)   Company. NiSource Inc. and its subsidiaries and affiliates that
            adopt the Plan for the benefit of key employees, or its successor or
            successors.

      (d)   NiSource Pension Plan. NiSource Inc. and Northern Indiana Public
            Service Company Pension Plan Provisions Pertaining to Salaried and
            Non-Exempt Employees, as amended from time to time.

      (e)   Participant. An employee or retiree participating in the Plan in
            accordance with the provisions of Article III.

      (f)   Plan. NiSource Inc. Supplemental Executive Retirement Plan.

      (g)   Qualified Pension Plan. The NiSource Pension Plan and any other
            tax-qualified defined benefit pension plan maintained by the Company
            or any Affiliate.

      2.3   Other Definitions.

      (a)   Code. The Internal Revenue of Code of 1986, as amended.

      (b)   Compensation. As defined in the NiSource Pension Plan, but
            disregarding the definition of Taxable Compensation and the
            limitations required by Code Section 401(a)(17), or any successor
            Section. In addition, for purposes of the Plan, bonuses shall be
            considered in full as Compensation and not limited to 50% of base
            pay.

      (c)   Early Retirement. Termination of employment for reasons other than
            death or disability after the Participant has both attained age 55
            and completed at least 10 years of Service, but before the
            Participant's Normal Retirement, except as otherwise provided.

      (d)   Final Average Compensation. The result obtained by dividing the
            total Compensation paid to a Participant during a considered period
            by the number of months for which such Compensation was received.
            The considered period shall be the 60 consecutive calendar months
            within the last 120 months of service that produces the highest
            result.

      (e)   Normal Retirement. Termination of employment for reasons other than
            death or disability after a Participant has: (1) attained age 62; or
            (2) attained age 60 and completed at least 25 years of Service,
            except as otherwise provided.

      (f)   Pension. A series of monthly amounts that are payable to a person
            who is entitled to receive benefits under the Plan.

      (g)   Pension Restoration Plan. Pension Restoration Plan for NiSource Inc.
            and Affiliates, as amended from time to time.

                                       2
<PAGE>

      (h)   Primary Social Security Benefit. The monthly amount available to a
            Participant at age 65 (or at Retirement, if later) under the
            provisions of Title II of the Social Security Act in effect at the
            time of termination of employment, assuming the following:

            (i)   The Participant attained age 65 in the year of Retirement, and

            (ii)  The Participant earned maximum taxable wages under Code
                  Section 3121(a)(1) in all years prior to the year of
                  Retirement. A Participant's Primary Social Security Benefit
                  will be deducted in accordance with Article IV, even though he
                  or she may not be receiving or may not be eligible to receive
                  Social Security benefits.

      (i)   Retirement. A Participant's Normal or Early Retirement.

      (j)   Service. A Participant's or employee's employment or service with
            the Company, as defined in the NiSource Pension Plan, or such other
            employment or service date as determined by the Board.

                                   ARTICLE III

                                  PARTICIPATION

      The Board or the Committee shall select which key employees of the Company
will participate in the Plan. In accordance with Article I, it is intended that
officers and certain other employees be eligible for participation.

      After the Board or the Committee approves participation for an individual,
the Company or the Committee shall provide the individual with a notice of
participation in the Plan and a description of the Plan.

                                   ARTICLE IV

                         SUPPLEMENTAL RETIREMENT PENSION

      4.1   Applicability. This Article IV shall apply to each Participant or
former Participant who first participated in the Plan prior to January 23, 2004.

      4.2   Supplemental Retirement Pension. Upon Normal Retirement, a
Participant shall receive a monthly Supplemental Retirement Pension calculated
on a single-life basis equal to the larger of (a) or (b) below, reduced in each
case by the single-life pension (excluding any supplements related to
eligibility for a Social Security benefit) the Participant is eligible to
receive under (1) either the Final Average Pay Option or the Account Balance
Option of the NiSource Pension Plan, or any other Qualified Pension Plan and (2)
the Pension Restoration Plan.

                                       3
<PAGE>

      (a)   The sum of:

            (i)   1.7% of the Participant's Final Average Compensation
                  multiplied by the Participant's Service to a maximum of 30
                  years; plus

            (ii)  0.6% of the Participant's Final Average Compensation
                  multiplied by the Participant's Service in excess of 30 years.

      (b)   The sum of:

            (i)   3% of the Participant's Final Average Compensation multiplied
                  by the Participant's Service to a maximum of 20 years; plus

            (ii)  0.5% of the Participant's Final Average Compensation
                  multiplied by the Participant's Service in excess of 20 years,
                  to a maximum of 30 years;

            (iii) less 5% of the Participant's Primary Social Security Benefit,
                  multiplied by the Participant's Service to a maximum of 20
                  years.

      Upon Early Retirement, a Participant shall receive a monthly Supplemental
Retirement Pension in a reduced amount (as described in Section 4.3 below).

      4.3   Reduction for Early Retirement. A Participant who terminates
employment prior to Normal Retirement, but after Early Retirement, shall receive
a monthly Supplemental Retirement Pension in an amount determined in accordance
with Section 4.2 above, but reduced as follows: (1) by 6% for each of the first
two (2) years and 4% for each of the next five (5) years that commencement of
the Participant's Supplemental Retirement Pension precedes the date that the
Participant would attain age 62; or (2) if the Participant had completed 25
years of Service at the time of his or her termination, by 6% for the first year
and 4% for each of the next four (4) years that commencement of the
Participant's Supplemental Retirement Pension precedes the date that the
Participant would attain age 60, with a pro rata reduction for any fraction of a
year.

      Payment of the Participant's monthly reduced Supplemental Retirement
Pension shall normally commence as soon as practicable following termination of
employment. Notwithstanding the preceding sentence, a Participant may elect to
defer the commencement of his or her reduced Supplemental Retirement Pension to
any date between Early Retirement and attainment of age 62 by a written election
delivered to the Committee on or before the last day of the calendar year
preceding the calendar year of Early Retirement.

      4.4   Termination of Employment Prior to Early Retirement. Upon
termination of employment prior to Early Retirement, a Participant shall receive
a monthly Supplemental Retirement Pension, calculated on a single-life basis
equal to the excess, if any, of the single-life pension the Participant would be
eligible to receive under either the Final Average Pay Option or the Account
Balance Option of the NiSource Pension Plan, or any other Qualified Pension
Plan, if the limitations required by Code Sections 401(a)(17) and 415, or any
other limitation imposed by the Code, the limitation on bonuses to 50% of base
pay and the potential limitations relating

                                       4
<PAGE>

to Taxable Compensation were not applied, reduced by the single-life pension the
Participant is eligible to receive under (1) either such Option of the NiSource
Pension Plan, or any other Qualified Pension Plan and (2) the Pension
Restoration Plan, and commencing on the same date as the pension under the
NiSource Pension Plan or any other Qualified Pension Plan.

      4.5   Supplemental Disability Pension. If a Participant becomes disabled
while in the active employment of the Company prior to age 65, the Participant
shall be eligible for a monthly Supplemental Disability Pension commencing on
the date the disability begins and continuing to the first to occur of the
Participant's death or attainment of age 65, calculated on a single-life basis,
and equal to the larger of (a) or (b) below, reduced in each case by the basic
benefit the Participant is eligible to receive under the long-term group
disability insurance coverage provided under any long term disability plan
maintained by the Company or any Affiliate. For purposes of the Plan, a
Participant is deemed disabled if he or she receives long-term disability
benefits from a plan maintained by the Company or an Affiliate or receives
Social Security disability payments.

      (a)   The sum of:

            (i)   1.7% of the Participant's Final Average Compensation
                  multiplied by the Participant's Service to a maximum of 30
                  years, plus

            (ii)  0.6% of the Participant's Final Average Compensation
                  multiplied by the Participant's Service in excess of 30 years.

      (b)   The sum of:

            (i)   3% of the Participant's Final Average Compensation multiplied
                  by the Participant's Service to a maximum of 20 years; plus

            (ii)  0.5% of the Participant's Final Average Compensation
                  multiplied by the Participant's Service in excess of 20 years,
                  to a maximum of 30 years;

            (iii) less 5% of the Participant's Primary Social Security Benefit,
                  multiplied by the Participant's Service to a maximum of 20
                  years.

      After age 65, the Participant shall be eligible for a monthly Supplemental
Retirement Pension in accordance with Section 4.2, based on Service the
Participant would have had if the Participant had continued working for the
Company or an Affiliate to age 65, the Participant's Final Average Compensation
at the time he or she became disabled, the Primary Social Security Benefit
determined at the time the Participant became disabled, and the single-life
pension the Participant is entitled to receive at age 65 from the NiSource
Pension Plan, or any other Qualified Pension Plan, and the Pension Restoration
Plan, determined at the time he or she became disabled.

      4.6   Supplemental Spouse Pension. Upon the death of a Participant in
active employment or while receiving a Supplemental Disability Pension, his or
her surviving spouse, if any, shall be eligible to receive a monthly
Supplemental Spouse Pension equal to the greater of:

                                       5
<PAGE>

      (a)   25% of the Participant's Final Average Compensation; or

      (b)   the monthly amount that would have been payable to such surviving
            spouse if the Participant had elected payment of his or her monthly
            Supplemental Retirement Pension in the form of a reduced 50% joint
            and survivor Pension, with his or her spouse as the contingent
            annuitant, terminated employment (on the date of his or her actual
            death) and then died immediately prior to the commencement of
            payments.

      The Supplemental Spouse Pension shall commence in the month next following
the month of the Participant's death and continue for the life of such spouse.
In the event that the Supplemental Spouse Pension calculated under option (a) of
this Section will provide a greater benefit to the spouse immediately following
the Participant's death, but option (b) of this Section will provide a greater
monthly benefit as of the date the Participant would have attained age 55, the
amount of monthly Supplemental Spouse Pension payable to the surviving spouse
shall be: (1) calculated and payable under option (a) during the period
immediately following the Participant's death; and (2) recalculated and payable
according to option (b) beginning on the date the Participant would have
attained age 55. Beginning on the earliest date that the surviving spouse could
have begun receiving a benefit under the NiSource Pension Plan, or any other
Qualified Pension Plan, the Supplemental Spouse Pension payable under this
Section shall be reduced by the amount of benefit under the NiSource Pension
Plan, or any other Qualified Pension Plan, and the Pension Restoration Plan that
the spouse is (or would have been) entitled to receive.

      4.7   Retiree Death Benefit. Upon the death of a retired Participant, a
lump-sum death benefit equal to 50% of his or her retiree group life insurance
coverage shall be paid to the retiree's spouse or other beneficiaries designated
with respect to such coverage.

      4.8   Cost of Living Adjustment. For Participants in the Final Average Pay
Option of the NiSource Pension Plan, the benefits payable under Sections 4.2
through 4.7 shall be increased in the same percentage and at the same time as
cost of living adjustments are made to the pensions of salaried employees of the
Company or an Affiliate under the NiSource Pension Plan, or any other Qualified
Pension Plan.

      4.9   Separate Agreement. Notwithstanding Sections 2.3(d) and (i), each
Participant who first becomes eligible to participate in the Plan on and after
January 1, 2004 and prior to January 23, 2004 shall have his or her Supplemental
Retirement Pension determined based upon his or her Service and Compensation as
set forth in a separate, written agreement, if any, between the Company and such
Participant.

                                    ARTICLE V

                         SUPPLEMENTAL RETIREMENT ACCOUNT

      5.1   Applicability. This Article V shall apply to each Participant who
first participates in the Plan on and after January 23, 2004.

                                       6
<PAGE>

      5.2   Supplemental Retirement Account. A Participant's Supplemental
Retirement Account is a notional account equal to the sum of his or her
Compensation Credits, Supplemental Credits, if any, and Interest Credits.
Compensation Credits shall be credited to a Participant's Supplemental
Retirement Account as of the last day of each Plan Year beginning on or after
January 1, 2004 equal to five percent of the Participant's Compensation for such
Plan Year. Supplemental Credits, if any, shall be credited pursuant to Section
5.3. Interest Credits shall be calculated in the same manner and shall be
credited to a Participant's Supplemental Retirement Account at the same time as
provided under the NiSource Pension Plan or any other Qualified Pension Plan.

      5.3   Supplemental Credits. The Committee, subject to approval of the
Board, may authorize Supplemental Credits to a Participant's Supplemental
Retirement Account in such amounts and at such times, and subject to such
specific terms and provisions, as authorized by the Committee.

      5.4   Termination of Employment. Upon termination of employment, for any
reason other than death, with five or more years of Service, unless a shorter
period is provided in a separate, written agreement between the Company and the
Participant and approved by the Board, a Participant shall receive the balance
of his or her Supplemental Retirement Account distributed in accordance with
Sections 6.1 and 6.2.

      5.5   Death. Upon the death of a Participant prior to final distribution
of his or her Supplemental Retirement Account after completing five or more
years of Service, unless a shorter period is provided in a separate, written
agreement between the Company and the Participant and approved by the Board, the
Participant's beneficiary, designated in such manner as provided by the
Committee, shall receive the balance of the Participant's Supplemental
Retirement Account distributed in accordance with Sections 6.1 and 6.2. If the
Participant designates multiple beneficiaries, he or she shall designate the
percentage, in whole numbers, allocated to each such beneficiary.

      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;

      (c)   The Participant's estate.

                                       7
<PAGE>

                                   ARTICLE VI

                                  DISTRIBUTIONS

      6.1   Form of Payment. Notwithstanding Sections 4.2, 4.3 and 4.4, a
Participant shall receive distribution of his or her Supplemental Retirement
Pension or Supplemental Retirement Account in the same form as his or her
distribution under the NiSource Pension Plan, computed in the same manner as in
the NiSource Pension Plan, or under any other Qualified Pension Plan, computed
in the same manner as in such Qualified Pension Plan. Any election under the
NiSource Pension Plan or any other Qualified Pension Plan shall apply to his or
her Supplemental Retirement Pension or Supplemental Retirement Account pursuant
to the preceding sentence only if it is made by written instrument delivered to
the Committee at least 30 days prior to the date of such distribution. If such
election is not so made at least 30 days prior to the date of distribution of
his or her Supplemental Retirement Pension or Supplemental Retirement Account,
the Participant's Supplemental Retirement Pension or Supplemental Retirement
Account shall be paid as a 50% joint and survivor Pension if such Participant is
married, or as a single-life Pension if such Participant is unmarried. If a
Participant who makes an election pursuant to this Section 6.1 at least 30 days
prior to the date of distribution dies prior to distribution pursuant to such
election, such election shall be revoked and the provisions of Article IV and
Section 6.2 shall apply.

      6.2   Small Benefit Amounts. At the discretion of the Committee, the
present value of any benefit payable under the Plan that does not exceed $5,000
may be paid to the Participant or his or her surviving spouse or other
designated beneficiary in quarterly, semi-annual or annual installments, or in a
single lump sum.

                                   ARTICLE VII

                                  MISCELLANEOUS

      7.1   Plan Financing. Except as set forth below in this Section and in
Section 8.5, benefits under the Plan shall be paid from the general assets of
the Company. To the extent any Participant or surviving spouse or other
designated beneficiary acquires a right to receive payments hereunder, such
right shall be no greater than the right of any other unsecured creditor of the
Company. Notwithstanding the foregoing, the Company has entered into a trust
agreement ("Trust Agreement") whereby the Company agrees to contribute to a
trust ("Trust") for the purpose of accumulating assets to assist the Company in
fulfilling its obligations to Participants and surviving spouses or other
designated beneficiaries hereunder. Such Trust includes the provision that all
assets of the Trust shall be subject to the creditors of the Company in the
event of its insolvency.

      7.2   Non-Compete and Related Provisions. Benefits under the Plan may be
forfeited if:

      (a)   A Participant, while employed by the Company or within a period of
            three (3) years after the Participant's termination of employment
            for any reason,

                                       8
<PAGE>

            including Retirement (the "Restrictive Period"), engages in activity
            or employment that directly or indirectly competes with the business
            of the Company or its Affiliates, including, but not by way of
            limitation, by directly or indirectly owning, managing, operating,
            controlling, financing, or by directly or indirectly serving as an
            employee, officer or director of or consultant to, or by soliciting
            or inducing, or attempting to solicit or induce, any employee or
            agent of the Company or its Affiliates to terminate employment with
            the Company or its Affiliates, and become employed by, any person,
            firm, partnership, corporation, trust or other entity that provides
            commodities, products or services to customers of the Company or its
            Affiliates of the same type as commodities, products or services
            provided by the Company or its Affiliates (the "Restrictive
            Covenant"). The foregoing Restrictive Covenant shall not prohibit a
            Participant from owning directly or indirectly capital stock or
            similar securities which are listed on a securities exchange or
            quoted on the National Association of Securities Dealers Automated
            Quotation System which do not represent more than 1% of the
            outstanding capital stock of any such entity; or

      (b)   A Participant performs any action or makes any statement that is
            detrimental to the Company or its Affiliates, unless such action or
            statement is retracted to the Company's satisfaction after the
            Participant is notified regarding such action or statement.

      7.3   Nonguarantee of Employment. Participation in the Plan does not limit
the right of the Company or an Affiliate to discharge any individual with or
without cause.

      7.4   Nonalienation of Benefits. Neither a Participant, nor a surviving
spouse or other designated beneficiary may assign or transfer any benefits under
the Plan.

      7.5   Plan Amendment or Termination. The Chairman of the Board of
Directors may amend any provision of the Plan except for Articles III, IV and V,
which may only be amended by the Company or the Committee. The Company or the
Committee may terminate the Plan at any time, except that any benefits that are
payable due to a Retirement, death, disability, or other termination of
employment occurring prior to the amendment or termination shall not be reduced
or discontinued. No amendment or termination of the Plan shall directly or
indirectly deprive any current or former Participant (or surviving spouse) of
all or any portion of any Supplemental Retirement Benefit, Supplemental
Disability Pension, Supplemental Spouse Pension, or Supplemental Retirement
Account, the payment of which has commenced prior to the effective date of such
amendment or termination, or which would be payable if the Participant
terminated employment for any reason on such effective date. Upon termination of
the Plan, distribution of Supplemental Retirement Benefits, Supplemental
Disability Pension, Supplemental Spouse Pension or Supplemental Retirement
Account shall be made to Participants, surviving spouses and beneficiaries in
the manner and at the time described in Article VI of the Plan. No additional
Supplemental Retirement Benefits, Supplemental Disability Pension, Supplemental
Spouse Pension, or Compensation Credits or Supplemental Credits under a
Supplemental Retirement Account, shall be earned after termination of the Plan,
except as provided in Section 8.3.

                                       9
<PAGE>

      7.6   Indemnification.

      (a)   Limitation of Liability. Notwithstanding any other provision of the
            Plan or the Trust, none of the Company, or any member of the
            Committee, or an individual acting as an employee or agent of any of
            them, shall be liable to any Participant or former Participant, or
            any surviving spouse or other designated beneficiary of any
            Participant or former Participant, for any claim, loss, liability or
            expense incurred in connection with the Plan or the Trust, except
            when the same shall have been judicially determined to be due to the
            willful misconduct of such person.

      (b)   Indemnity. The Company shall indemnify and hold harmless each member
            of the Committee, or any employee of the Company or any individual
            acting as an employee or agent of either of them (to the extent not
            indemnified or saved harmless under any liability insurance or any
            other indemnification arrangement with respect to the Plan or the
            Trust) from any and all claims, losses, liabilities, costs and
            expenses (including attorneys' fees) arising out of any actual or
            alleged act or failure to act made in good faith pursuant to the
            provisions of the Plan, including expenses reasonably incurred in
            the defense of any claim relating thereto with respect to the
            administration of the Plan or the Trust, except that no
            indemnification or defense shall be provided to any person with
            respect to any conduct that has been judicially determined, or
            agreed by the parties, to have constituted willful misconduct on the
            part of such person, or to have resulted in his or her receipt of
            personal profit or advantage to which he or she is not entitled. In
            connection with the indemnification provided by the preceding
            sentence, expenses incurred in defending a civil or criminal action,
            suit or proceeding, or incurred in connection with a civil or
            criminal investigation, may be paid by the Company in advance of the
            final disposition of such action, suit, proceeding, or
            investigation, as authorized by the Committee in the specific case,
            upon receipt of an undertaking by or on behalf of the party to be
            indemnified to repay such amount unless it shall ultimately be
            determined that the person is entitled to be indemnified by the
            Company pursuant to this paragraph.

      (c)   Severability. Each of the Sections contained in the Plan, and each
            provision in each Section, shall be enforceable independently of
            every other Section or provision in the Plan, and the invalidity or
            unenforceability of any Section or provision shall not invalidate or
            render unenforceable any other Section or provision contained
            herein. If any Section or provision in a Section is found invalid or
            unenforceable, it is the intent of the parties that a court of
            competent jurisdiction shall reform the Section or provision to
            produce its nearest enforceable economic equivalent.

      7.7   Action by Company. Any action required or permitted of the Company
under the Plan shall be by resolution of the Board or of the Committee, or by a
person or persons authorized by resolution of the Board or the Committee.

                                       10
<PAGE>

      7.8   Protective Provisions. A Participant will cooperate with the Company
by furnishing any and all information requested by the Company and its
Affiliates in order to facilitate the payment of benefits hereunder, and by
taking such physical examinations as the Company and its Affiliates may deem
necessary and taking such other action as may be requested by the Company and
its Affiliates.

      7.9   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.

      7.10  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 Committee shall be
directed to the Company's address. Mailed notice to a Participant, a surviving
spouse or other designated beneficiary shall be directed to the individual's
last known address in the Company's records.

      7.11  Successors. The provisions of the Plan shall bind and inure to the
benefit of the Company, its Affiliates 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 the Company, and
successors of any such corporation or other business entity.

      7.12  Actuarial Assumptions. Unless otherwise provided in the Plan, all
actuarial adjustments necessary to determine the amount, form or timing of any
distribution shall be based on the same actuarial assumptions used for the
pension a Participant is eligible to receive under the NiSource Pension Plan.

      7.13  Tax Savings. Notwithstanding anything to the contrary contained in
the Plan, (1) in the event that the Internal Revenue Service prevails in its
claim that benefits under the Plan constitute taxable income to a Participant,
his or her spouse or other designated beneficiary, for any taxable year, prior
to the taxable year in which such benefits are distributed to him or her, or (2)
in the event that legal counsel satisfactory to the Company and the applicable
Participant, his or her spouse or other designated beneficiary, renders an
opinion that the Internal Revenue Service would likely prevail in such a claim,
the assets in the Plan, to the extent constituting taxable income, shall be
immediately distributed to the Participant, his or her spouse or other
designated 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, his or her spouse or other
designated 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.

                                       11
<PAGE>

                                  ARTICLE VIII

                                CHANGE IN CONTROL

      8.1   Change in Control. A Change in Control of the Company shall be
deemed to have occurred if any one of the occurrences of a "Change in Control"
set forth in the Change in Control and Termination Agreements between the
Company and certain executive officers thereof shall have been satisfied.

      8.2   Potential Change in Control. A "Potential Change in Control" shall
include any of the following:

      (a)   The delivery to the Company by any "person," as defined in Section
            13(d)(3) of The Securities Exchange Act of 1934 (the "Act"), of a
            statement containing the information required by Schedule 13-D under
            the Act, or any amendment to any such statement, that shows that
            such person has acquired, directly or indirectly, the beneficial
            ownership of (1) more than twenty percent (20%) of any class of
            equity security of the Company entitled to vote as a class in the
            election or removal from office of directors, or (2) more than
            twenty percent (20%) of the voting power of any group of classes of
            equity securities of the Company entitled to vote as a single class
            in the election or removal from office of directors.

      (b)   The Company becomes aware that preliminary or definitive copies of a
            proxy statement and information statement or other information have
            been filed with the Securities and Exchange Commission pursuant to
            Rule 14a-6, Rule 14c-5 or Rule 14f-1 under the Act relating to a
            proposed change in control of the Company.

      (c)   The delivery to the Company pursuant to Rule 14d-3 under the Act of
            a Tender Offer Statement relating to equity securities of the
            Company.

      (d)   The Board adopts a resolution to the effect that for purposes of the
            Plan a Potential Change in Control has occurred.

      8.3   Additional Service and Compensation Upon Change in Control. With
respect to a Participant who, pursuant to contract with the Company, is entitled
to compensation from the Company for an additional 36 months in the event that
after a Change in Control the Participant's employment is terminated by the
Company or an Affiliate under circumstances described in the contract, such
Participant's years of Service under Section 2.3, and Supplemental Retirement
Pension under Section 4.2 or Supplemental Retirement Account under Section 5.2,
as applicable, shall be calculated as if the Participant had continued in
employment with the Company for an additional 36 months at the rate of
Compensation in effect immediately prior to his or her employment termination;
provided that, in no event shall the counting of a Participant's Compensation
during this 36-month period reduce his or her Final Average Compensation figure
below its highest level prior to the Participant's termination of employment.

                                       12
<PAGE>

      8.4   Waiver of Service and Age Requirements Upon Change in Control. A
Participant whose employment is terminated within 24 months following a Change
in Control for any reason other than a termination by the Company for Good
Cause, but prior to Early Retirement, shall be eligible for the Supplemental
Retirement Pension specified in Section 4.2, rather than the Supplemental
Retirement Pension specified in Section 4.4, commencing at Normal Retirement,
except that the Participant may elect to begin receiving such Supplemental
Retirement Pension at any time after attaining age 55 years, subject to the
reduction specified in Section 4.3.

      8.5   Funding of Plan Benefits Upon Change in Control. Upon a Potential
Change in Control, the Committee shall identify the amount by which the present
value of all benefits earned to date under the Plan (after offsets) exceeds the
then fair market value of the applicable Trust assets, calculated using the
Pension Benefit Guaranty Corporation immediate annuity interest rate as of the
date of the Potential Change in Control, the 1983 GAM mortality tables, and the
most valuable optional payment form (the "Full Funding Amount"), and the Company
shall contribute such Full Funding Amount to the Trust. Each Participant's
benefits for purposes of calculating present value shall be the highest benefit
the Participant would have under the Plan within the six (6) months following a
Potential Change in Control, assuming that the Participant's employment
continues for six (6) months at the same rate of Compensation, and that the
Participant receives any benefit enhancement provided by the Plan, or any other
agreement, upon a Change in Control.

      8.6   Plan Administration and Amendment Upon a Change in Control. Upon and
after a Change in Control, the Company no longer shall have the power to appoint
or remove members of the Committee, nor the power to approve legal counsel or
actuaries employed by the Committee. Upon and after a Change in Control, only
the Committee members shall have the power to appoint or remove members. If, at
any time after a Change in Control, all members of the Committee have been
removed or resigned, then all of the powers, rights and duties vested in the
Committee by Article IX below shall be vested in the trustee of the Trust.

      8.7   Committee Discretion to Pay Lump Sum After a Change in Control. Upon
and after a Change in Control, the Committee may, in its sole discretion,
distribute, or cause the trustee under the Trust to distribute, to a Participant
or a surviving spouse, the present value (determined in accordance with the
assumptions in Section 7.12) of the Participant's Supplemental Retirement
Pension or Supplemental Disability Pension, or the surviving spouse's
Supplemental Spouse Pension, or the balance of the Participant's Supplemental
Retirement Account, payable under the Plan in a lump sum payment.

      8.8   Lump Sum Election. Each calendar year, a Participant shall have the
right to elect to receive the present value (determined in accordance with the
assumptions in Section 7.12) of the Participant's Supplemental Retirement
Pension or Supplemental Disability Pension, or the balance of the Participant's
Supplemental Retirement Account, in a lump sum if:

      (a)   a Change in Control occurs in the calendar year subsequent to the
            calendar year in which the election is made; and

                                       13
<PAGE>

      (b)   (i)   within 24 months following the Change in Control any one of
                  the payment triggering conditions set forth in the Change in
                  Control and Termination Agreement between the Company and the
                  Participant shall have occurred; or

            (ii)  if no Change in Control and Termination Agreement is in effect
                  between the Company and the Participant on the date of the
                  Change in Control and within 24 months following the Change in
                  Control the employment of the Participant with the Company is
                  terminated by the Company for any reason other than Good Cause
                  or the Participant terminates his or her employment with the
                  Company for Good Reason.

Such election shall be irrevocable for the calendar year to which it applies. A
distribution pursuant to this Section 8.8 shall be made as soon as practicable
following the Participant's termination of employment. Notwithstanding the
preceding provisions of this Section 8.8, a Participant shall have the right to
make the election set forth in this Section at any time during the first three
(3) months of calendar year 2003 with respect to a Change in Control that occurs
during the last nine (9) months of calendar year 2003. Any such election shall
be irrevocable for calendar year 2003 and shall be subject to the other
provisions of this Section 8.8.

      8.9   Definitions.

      (a)   "Good Cause" shall be deemed to exist if, and only if:

            (i)   the Participant engages in acts or omissions constituting
                  dishonesty, intentional breach of fiduciary obligation or
                  intentional wrongdoing or malfeasance, in each case that
                  results in substantial harm to the Company; or

            (ii)  the Participant is convicted of a criminal violation involving
                  fraud or dishonesty.

      (b)   "Good Reason" shall be deemed to exist if, and only if:

            (i)   there is a significant change in the nature or the scope of
                  the Participant's authorities or duties;

            (ii)  there is a significant reduction in the Participant's monthly
                  rate of base salary, his or her opportunity to earn a bonus
                  under an incentive bonus compensation plan maintained by the
                  Company or his or her benefits; or

            (iii) the Company changes by 100 miles or more the principal
                  location in which the Participant is required to perform
                  services.

                                       14
<PAGE>

                                   ARTICLE IX

                       PLAN ADMINISTRATION: THE COMMITTEE

      9.1   General Powers, Rights and Duties. The Committee has the following
powers, rights and duties in addition to those given it elsewhere in the Plan:

      (a)   To interpret the Plan and determine all questions arising in the
            administration, interpretation and application of the Plan,
            including, but not limited to, the power to determine the rights or
            eligibility of employees or Participants, and their surviving
            spouses and any other beneficiaries, and the amount of their
            respective benefits under the Plan, and to remedy ambiguities,
            inconsistencies or omissions.

      (b)   To adopt such rules of procedure and regulations as in its opinion
            may be necessary for the proper and efficient administration of the
            Plan and as are consistent with the Plan.

      (c)   To enforce the Plan and the rules and regulations, if any, adopted
            by the Committee as above.

      (d)   To direct the trustee as respects benefit payments or other
            distributions from the Trust fund pursuant to the provisions of the
            Plan.

      (e)   To furnish the Company with such information as may be required by
            it for tax or other purposes as respects the Plan.

      (f)   To employ agents, attorneys, accountants, actuaries or other persons
            (who also may be employed by the Company or an Affiliate) and to
            allocate or delegate to them such powers, rights and duties as the
            Committee may consider necessary or advisable to properly carry out
            the administration of the Plan, including maintaining the accounts
            of Participants, provided that such allocation or delegation, and
            the acceptance thereof by such agents, attorneys, accountants,
            actuaries or other persons, shall be in writing.

      9.2   Information Required by Committee. The Company shall furnish the
Committee with such data and information as the Committee may deem necessary or
desirable in order to administer the Plan. The records of the Company as to an
employee's or Participant's period or periods of employment, termination of
employment and the reason therefor, reemployment and Compensation will be
conclusive on all persons unless determined to the Committee's satisfaction to
be incorrect. Participants and other persons entitled to benefits under the Plan
also shall furnish the Committee with such evidence, data or information as the
Committee considers necessary or desirable to administer the Plan.

      9.3   Committee Decision Final. Subject to applicable law, and the
provisions of Section 9.4, any interpretation of the provisions of the Plan and
any decision on any matter within the discretion of the Committee made by the
Committee in good faith shall be binding on all persons. To the extent not
inconsistent with the Plan, all definitions, terms and provisions set

                                       15
<PAGE>

forth in the NiSource Pension Plan, including with respect to the administrative
powers and duties of the Committee, the expenses of administration, and the
procedures for filing claims, also shall be applicable with respect to the Plan.

      9.4   Claims Procedure. Claims for benefits under the Plan shall be made
in writing to the Committee. If the Committee wholly or partially denies a claim
for benefits, the Committee shall, within a reasonable period of time, but no
later than 90 days after receiving the claim, notify the claimant in writing of
the denial of the claim. If the Committee fails to notify the claimant in
writing of the denial of the claim within 90 days after the Committee receives
it, the claim shall be deemed denied. A notice of denial shall be written in a
manner calculated to be understood by the claimant, and shall contain:

      (a)   the specific reason or reasons for denial of the claim;

      (b)   a specific reference to the pertinent Plan provisions upon which the
            denial is based;

      (c)   a description of any additional material or information necessary
            for the claimant to perfect the claim, together with an explanation
            of why such material or information is necessary; and

      (d)   an explanation of the Plan's review procedure.

      Within 60 days of the receipt by the claimant of the written notice of
denial of the claim, or within 60 days after the claim is deemed denied as set
forth above, if applicable, the claimant may file a written request with the
Committee that it conduct a full and fair review of the denial of the claimant's
claim for benefits, including the conducting of a hearing, if the Committee
deems one necessary. In connection with the claimant's appeal of the denial of
his or her benefit, the claimant may review pertinent documents and may submit
issues and comments in writing. The Committee shall render a decision on the
claim appeal promptly, but not later than 60 days after receiving the claimant's
request for review, unless, in the discretion of the Committee, special
circumstances (such as the need to hold a hearing) require an extension of time
for processing, in which case the 60-day period may be extended to 120 days. The
Committee shall notify the claimant in writing of any such extension. The
decision upon review shall (1) include specific reasons for the decision, (2) be
written in a manner calculated to be understood by the claimant, and (3) contain
specific references to the pertinent Plan provisions upon which the decision is
based.

                                       16
<PAGE>

      IN WITNESS WHEREOF, the Company has caused this amendment and restatement
of the Plan to be executed in its name by its duly authorized officer this 24th
day of May 2004, effective as of the 1st day of January, 2004.

                                           NISOURCE INC.

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

                                       17

</TEXT>
</DOCUMENT>
