NISOURCE INC/DE
3RD & 4TH AMEND.TO NISOURCE 1994 LONG TERM INC.
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>7
<FILENAME>w83926exv10w9.txt
<DESCRIPTION>3RD & 4TH AMEND.TO NISOURCE 1994 LONG TERM INC.
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.9

                                 THIRD AMENDMENT
                              TO THE NISOURCE INC.
                          1994 LONG-TERM INCENTIVE PLAN
               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2000)


                  WHEREAS, NiSource Inc. (the "Company") maintains the NiSource
Inc. 1994 Long-Term Incentive Plan, as amended and restated effective January 1,
2000, and was further amended effective October 1, 2001 and January 1, 2001 (the
"Plan");

                  WHEREAS, pursuant to Section 20 of the Plan, the Company deems
it in its best interest to amend the Plan as described below;

                  NOW THEREFORE, the Plan is hereby amended, effective January
1, 2002, as follows:

                           1.       The first sentence of paragraph (a) of
            Section 3 of the Plan is amended to read as follows:

                           Subject to the provisions of subsection 3(b), the
shares that may be issued, or may be the measure of stock appreciation rights,
granted under the Plan shall not exceed in the aggregate 21,000,000 of the
common shares without par value of the Company (the "Common Shares").

                           2.       Section 6 of the Plan is hereby amended to
            read as follows:

                                    6.      Section 162(m) Limitations.  Subject
to subsection 3(b) of the Plan, the maximum number of stock options and stock
appreciation rights that may be granted to any person who qualifies as an
executive officer named from time to time in the summary compensation table in
the Company's annual meeting proxy statement and who is employed by the Company
on the last day of the taxable year (the "SCT Executives") shall be 600,000
options and stock appreciation rights with respect to Common Shares per year,
and 3,000,000 options and stock appreciation rights with respect to Common
Shares during the term of the Plan. The maximum number of performance units that
may be granted to any SCT Executive shall be 400,000 units per year, provided
that no more than 800,000 units may be granted in any three year period and the
maximum number of units that may be granted to any SCT Executive during the term
of the Plan shall be 1,500,000. The maximum number of restricted stock awards
that may be granted to any SCT Executive shall be 400,000 Common Shares per
year, provided that no more than 800,000 shares of restricted stock may be
granted in any three year period, and that the maximum number of Shares of
restricted stock that may be granted to any SCT Executive during the term of the
Plan shall be 1,500,000. The maximum number of contingent stock awards that may
be granted to any SCT Executive shall be 400,000 Common Shares per year,
provided that no more than 800,000 Common Shares may be subject to contingent
stock awards granted in any three year period and the maximum number of Common
Shares subject to contingent stock awards that may be granted to any SCT
Executive
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during the term of the Plan shall be 1,500,000. The limitations set forth in
this Section 6 shall relate only to years or other periods of time in which such
awards constitute "applicable employee remuneration" under Internal Revenue Code
Section 162(m).

         IN WITNESS WHEREOF, the Company has caused this Third Amendment to be
executed on its behalf, by its duly authorized officer, on this 21st day of May,
2002.

                                                  NISOURCE INC.



                                                  By:      /s/ Stephen P. Adik
                                                     -------------------------

                                                  Its:     Vice Chairman
                                                     -------------------------
<PAGE>


                             FOURTH AMENDMENT TO THE
                                  NISOURCE INC.
                          1994 LONG-TERM INCENTIVE PLAN

               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2000)

         WHEREAS, NiSource Inc. (the "Company") maintains the NiSource Inc. 1994
Long-Term Incentive Plan, As Amended and Restated Effective January 1, 2000 and
as further amended effective October 1, 2001, January 1, 2001 and January 1,
2002 (the "Plan");

         WHEREAS, pursuant to Section 20 of the Plan, the Company deems it in
its best interest to amend the Plan as described below;

         NOW THEREFORE, the Plan is hereby amended, effective March 1, 2003 as
follows:

         1.       The first three sentences of Section 7(c) of the Plan are
amended to read as follows:

                  Except as otherwise provided in the Plan, or in any stock
                  option agreement, the optionee shall pay the purchase price of
                  the Common Shares upon the exercise of any option (i) in cash,
                  (ii) in cash received from a broker-dealer to whom the
                  optionee has submitted an exercise notice consisting of a
                  fully endorsed option (however in the case of an optionee
                  subject to Section 16 of the 1934 Act, this payment option
                  shall only be available to the extent such payment procedures
                  comply with Regulation T issued by the Federal Reserve Board),
                  (iii) by delivering Common Shares owned by the optionee for at
                  least six months prior to the date of exercise having an
                  aggregate fair market value on the date of exercise equal to
                  the option exercise price, (iv) by such other medium of
                  payment as the Committee in its discretion shall authorize at
                  the time of grant, or (v) by any combination of (i), (ii),
                  (iii) and (iv). In the case of an election pursuant to (i) or
                  (ii) above, cash shall mean cash or check issued by a
                  federally insured bank or savings and loan association and
                  made payable to NiSource Inc. In the case of payment pursuant
                  to (ii) or (iii) above, the optionee's election must be made
                  on or prior to the date of exercise and shall be irrevocable.

         2.       The first three sentences of Section 8(c) are amended to read
as follows:

                  Except as otherwise provided in the Plan or in any stock
                  option agreement, the optionee shall pay the purchase price of
                  the Common Shares upon the exercise of any option, (i) in
                  cash, (ii) in cash received from a broker-dealer to whom the
                  optionee has submitted an exercise notice consisting of a
                  fully-endorsed option (however, in the case of an optionee
                  subject to Section 16 of the
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                  1934 Act, this payment option shall only be available to the
                  extent such payment procedures comply with Regulation T issued
                  by the Federal Reserve Bank), (iii) by delivering Common
                  Shares owned by the optionee for at least six months prior to
                  the date of exercise having an aggregate fair market value on
                  the date of exercise equal to the option exercise price, (iv)
                  by such other medium of payment as the Committee in its
                  discretion shall authorize at the time of grant, or (v) by any
                  combination of (i), (ii), (iii) and (iv). In the case of an
                  election pursuant to (i) or (ii), cash shall mean cash or
                  check issued by a federally insured bank or savings and loan
                  association made payable to NiSource Inc. In the case of a
                  payment pursuant to (ii) or (iii) above, the optionee's
                  election must be made on or prior to the date of exercise and
                  shall be irrevocable.

         IN WITNESS WHEREOF, the Company has caused this Fourth Amendment to be
executed on its behalf by its duly authorized officer on this 27th day of
February, 2003.

                                            NiSource Inc.



                                            By: /s/ Stephen P. Adik
                                               ________________________________


                                            Its: Vice Chairman
                                                _______________________________



                                      -2-

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