STATE OF INDIANA OFFICE OF THE SECRETARY OF STATE ARTICLES OF AMENDMENT To Whom These Presents Come, Greeting: WHEREAS, there has been presented to me at this office, Articles of Amendment for: NIPSCO INDUSTRIES, INC. and said Articles of Amendment have been prepared and signed in accordance with the provisions of the Indiana Business Corporation Law, as amended. The name of the corporation is amended as follows: NISOURCE INC. NOW, THEREFORE, I, SUE ANNE GILROY, Secretary of State of Indiana, hereby certify that I have this day filed said articles in this office. The effective date of these Articles of Amendment is April 14, 1999. In Witness Whereof, I have hereunto set my hand and affixed the seal of the State of Indiana, at the City of Indianapolis, this Fourteenth day of April, 1999. /s/ SUE ANNE GILROY Secretary of State ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF Name of Corporation NIPSCO Industries, Inc. The undersigned officers of: NIPSCO Industries, Inc. (hereinafter referred to as the "Corporation") existing pursuant to the provisions of: Indiana Business Corporation Law as amended (hereinafter referred to as the "Act"), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certify the following facts: ARTICLE I Amendment(s) SECTION 1 The date of incorporation of the Corporation is: 9/22/87 SECTION 2 The name of the Corporation following this amendment to the Articles of Incorporation is: NiSource Inc. SECTION 3 The exact text of Article(s) I of the Articles of Incorporation is now as follows: "Name The name of the Corporation is NiSource Inc." SECTION 4 Date of each amendment's adoption: 4/14/99 ARTICLE II Manner of Adoption and Vote _____ SECTION 1 This amendment was adopted by the Board of Directors or incorporators and shareholder action was not required. X SECTION 2 The shareholders of the Corporation entitled to vote in respect to the amendment adopted the proposed amendment. The amendment was adopted by: A. Vote of such shareholders during a meeting called by the Board of Directors. The result of such vote is as follows: 128,627,282 Shares entitled to vote. 103,845,146 Number of shares represented at the meeting. 97,808,748 Shares voted in favor. 4,768,899 Shares voted against. B. Written consent executed on___________, 19__ and signed by all such shareholders. ARTICLE III Compliance with Legal Requirements The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the Provisions of the Act, the Articles of Incorporation, and the By-Laws of the Corporation. I hereby verify, subject to the penalties of perjury, that the statements contained herein are true, this 13th day of April, 1999. Signature of current officer /s/ Nina M. Rausch Officers' title Secretary