FIRST AMENDMENT TO THE
1994 LONG-TERM INCENTIVE PLAN
(AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2005)
IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed on its behalf,
A. NiSource Inc. (the “Company”) maintains the NiSource Inc. 1994 Long-Term Incentive Plan, amended and
restated effective January 1, 2005 (the “Plan”).
B. The Company desires to amend the Plan to allow the Company’s Chief Executive Officer to have discretion
to grant awards to certain employees.
C. The Company also desires to amend the Plan to establish a claw-back provision in which the Company
recovers from a participant in the Plan amounts previously paid to the Participant when the Company later
learns that such payment was not proper.
D. Section 21 of the Plan gives the Company the ability to amend the Plan.
1. Section 3(c) is added to the Plan to read as follows:
(c) CEO’s Pool of Shares . A portion of the shares available for Awards under this Plan, to be
determined by the Committee, may be reserved for the Chief Executive Officer of the Corporation (the
“CEO”) to make certain Awards (the “CEO Pool”). The CEO may grant any type of Award with shares
from the CEO Pool; provided however, that the CEO may not grant any Award to any executive officers.
Awards available for grant from the CEO Pool will be authorized from time to time by the Committee. The
Committee may at any time remove from the CEO Pool any shares that have not yet been granted under
2. Section 25 is added to the Plan to read as follows:
25. Over/Under Payment. If any Participant or beneficiary receives an underpayment of Shares or cash
payable under the terms of any Award, payment of any such shortfall shall be made as soon as
administratively practicable. If any Participant or beneficiary receives an overpayment of Shares or cash
payable under the terms of any Award for any reason, the Committee