NISOURCE INC. NONEMPLOYEE DIRECTOR RETIREMENT PLAN

Exhibit 10.2

NISOURCE INC.

NONEMPLOYEE DIRECTOR

RETIREMENT PLAN

(As Amended and Restated Effective May 13, 2008)

NISOURCE INC.
NONEMPLOYEE DIRECTOR
RETIREMENT PLAN
(As Amended and Restated Effective May 13, 2008)

TABLE OF CONTENTS

NISOURCE INC.
NONEMPLOYEE DIRECTOR
RETIREMENT PLAN
(As Amended and Restated Effective May 13, 2008)

ARTICLE I

PURPOSE

     The NiSource Inc. Nonemployee Director Retirement Plan (the “Plan”) was established to assist the Company in attracting and retaining individuals of superior talent, ability and achievement to serve on its Board of Directors. The Plan was originally adopted effective January 1, 1991, and was amended and restated effective January 1, 2002 to cover only Nonemployee Directors serving on the Board of Directors on December 31, 2001, who elected to continue participation in the Plan on and after June 1, 2002. The Plan later was amended and restated effective January 1, 2005 to comply with Internal Revenue Code (the “Code”) Section 409A, and guidance and regulations thereunder, with respect to benefits earned under the Plan from and after January 1, 2005. Benefits under the Plan earned and vested prior to January 1, 2005 continue to be administered in accordance with the Plan then in effect and without regard to Code Section 409A and regulations thereunder.

     The Plan is now further amended and restated effective May 13, 2008, to freeze all future accruals of benefits under the Plan and allow any Director in the Plan to make an irrevocable election in accordance with certain transition relief under Section 409A of the Code, to receive his or her accrued benefits under the Plan in cash or restricted stock units.

ARTICLE II

DEFINITIONS

     The following words and phrases shall have the meanings set forth below unless a different meaning is required by the context:

      2.1 “Annual Retainer” means the amount paid by the Company to each Nonemployee Director as annual compensation for Service as a Director and as a member of any committee of

the Board and as chairman of any such committee, which amount is exclusive of any Board or committee meeting fees, or remuneration under other plans, agreements or policies.

      2.2 “Board” means the Board of Directors of the Company.

      2.3 “Change in Control” means the occurrence of either a “Change in Ownership,” “Change in Effective Control” or a “Change of Ownership of a Substantial Portion of Assets,” as defined below:

     (a) Change in Ownership . A Change in Ownership of the Company occurs on the date that any one person, or more than one Person Acting as a Group (as defined below), acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company. However, if any one person or more than one Person Acting as a Group, is considered to own more than 50% of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons is not considered to cause a Change in Ownership of the Company (or to cause a Change in Effective Control of the Company). An increase in the percentage of stock owned by any one person, or Persons Acting as a Group, as a result of a transaction in which the Company acquires its stock in exchange for property shall be treated as an acquisition of stock. This subsection (a) applies only when there is a transfer of stock of the Company (or issuance of stock of the Company) and stock in the Company remains outstanding after the transaction.

     (b) Change in Effective Control . A Change in Effective Control of the Company occurs on the date that either —

     (i) any one person, or more than one Person Acting as a Group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 35% or more of the total voting power of the stock of the Company; or

     (ii) a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election.

In the absence of an event described in paragraph (i) or (ii), a Change in Effective Control of the Company shall not have occurred.

      Acquisition of additional control . If any one person, or more than one Person Acting as a Group, is considered to effectively control the Company, the acquisition of

additional control of the Company by the same person or persons is not considered to cause a Change in Effective Control of the Company (or to cause a Change in Ownership of the Company).

     (c) Change of Ownership of a Substantial Portion of Assets . A Change of Ownership of a Substantial Portion of Assets occurs on the date that any one person, or more than one Person Acting as a Group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

      Transfers to a related person . There is no Change in Control when there is a transfer to an entity that is controlled by the shareholders of the Company immediately after the transfer. A transfer of assets by the Company is not treated as a Change of Ownership of a Substantial Portion of Assets if the assets are transferred to —

     (i) a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock;

     (ii) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company;

     (iii) a person, or more than one Person Acting as a Group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company; or

     (iv) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in paragraph (iii) next above.

          A person’s status is determined immediately after the transfer of Company assets. For example, a transfer to a corporation in which the Company has no ownership interest before the transaction, but which is a majority-owned subsidiary of the Company after the transaction is not treated as a Change of Ownership of a Substantial Portion of Assets of the Company.

     (v) Persons Acting as a Group . Persons shall not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of st