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Exhibit 10-BH
SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT
This second amendment to the employment agreement entered into on the
30th day of May, 1995, by and between the Columbia Energy Group (formerly named
"The Columbia Gas System, Inc.") (the "Company") and Peter M. Schwolsky (the
"Executive"), which agreement was amended on the 14th day of July, 1999 (the
agreement, as amended, the "Agreement"), is made effective the 21st day of July,
2000.
RECITALS
WHEREAS, the Company and the Executive are parties to the Agreement;
and
WHEREAS, the Company has entered into an Agreement and Plan of Merger
among Columbia Energy Group, NiSource, Inc., New NiSource, Inc., Parent
Acquisition Corp., Company Acquisition Corp. and NiSource Finance Corp., dated
as of February 27, 2000, as amended and restated as of March 31, 2000 (the
"Merger Agreement"), shareholder approval of which would constitute a Change in
Control(1) for purposes of the Agreement; and
WHEREAS, the Company desires to make arrangements at this time to help
further assure the Executive's continuing dedication to his duties to the
Company and its shareholders through the critical period ending with the
"Effective Time" as defined in the Merger Agreement; and
WHEREAS, the Company and the Executive wish to amend certain provisions
in the Agreement to effect such objectives; and
WHEREAS, Section 14(2) of the Agreement provides that the Agreement may
be amended by written instrument executed by the Company and the Executive.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which is acknowledged by the Company and the Executive, the Company and the
Executive hereby agree as follows:
1. Section 7(e)(i) of the Agreement shall be amended to read as
follows:
"(e) (i) The 90th day after the Executive notifies the Company
(or any successor to the Company) in writing that he is
terminating his employment as a result of the occurrence of a
"Change in Control" (as that term is defined below), PROVIDED
such notice is given in writing by the Executive to the
Company no later than 180 days after
_______________________
1 Capitalized terms in this Amendment shall have the meaning as
set forth in the Agreement except as otherwise expressly set
forth herein.
2 References to sections are to the sections in the Agreement,
as amended by the amendment dated July 14, 1999.
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such event; PROVIDED, further, that if the Executive
terminates his employment as a result of Company shareholder
approval of the Agreement and Plan of Merger among Columbia
Energy Group, NiSource, Inc., New NiSource, Inc., Parent
Acquisition Corp., Company Acquisition Corp. and NiSource
Finance Corp., dated as of February 27, 2000, as amended and
restated as of March 31, 2000 (the "Merger Agreement"), the
Executive may give written notice of such termination of
employment to the Company at any time during the period
beginning on the date of shareholder approval of the Merger
Agreement and ending on the "Effective Time" as defined in the
Merger Agreement (the "Effective Time"), and, in such case,
the Executive's employment shall terminate on the date
specified in such notice of termination, which termination
date shall (unless otherwise mutually agreed by Executive and
the Company) be at least 14 days after the date notice of
termination is given but not sooner than 90 days after
shareholder approval of the Merger Agreement (unless the
termination date specified in the notice of termination is the
Effective Time, in which case the termination date shall be
the Effective Time whether or not the Effective Time occurs
prior to expiration of such 14 and 90 day periods); PROVIDED,
further, that all payments to be made to the Executive under
Sections 8(d)(i), 8(d)(ii)(B) and 8(d)(ii)(C) (if under
Section 8(d)(ii)(C) the Company decides on or prior to the
date of employment termination to pay a cash equivalent
thereunder) and any other payments to be made under this
Agreement to the Executive upon termination of employment
because of a termination of employment pursuant to this
Section 7(e)(i) after Company shareholder approval of the
Merger Agreement, shall be paid by the Company to the
Executive on or before the earlier of (A) the 30th business
day following the termination of the Executive's employment or
(B) the "Closing Date" as defined in the Merger Agreement (the
"Closing Date"), and, furthermore, any payments under Section
8(f)(i) shall be paid to the Executive on the Closing Date."
All provisions of the Agreement not specifically mentioned in this
Second Amendment shall be considered modified to the extent necessary to be
consistent with the changes made in this Second Amendment.
Columbia Energy Group
By /s/ Oliver G. Richard III
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Chairman, Chief Executive Officer
and President
Attested:
/s/ Sharon B. Heaton /s/ Peter M. Schwolsky
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Peter M. Schwolsky