EXHIBIT 10.1

                             FIRST AMENDMENT TO
                      THE SAVINGS RESTORATION PLAN FOR
                        NISOURCE INC. AND AFFILIATES

             (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2004)

   WHEREAS, NiSource Inc. (the "Company") maintains the Savings
   Restoration Plan for NiSource Inc. and Affiliates, as amended and
   restated effective January 1, 2004 (the "Plan"); and

   WHEREAS, pursuant to Article VIII of the Plan, the Company deems it
   desirable to amend the Plan as described below.

   NOW, THEREFORE, the Plan is hereby amended, effective January 1, 2005,
   as follows:

   1.   The second sentence of the second paragraph in Article I is
   amended to read:

             "The Plan is adopted solely (1) for the purpose of
             providing benefits to Participants in the Plan and
             their Beneficiaries in excess of the Limits
             imposed on qualified plans by Section 401(a)(17)
             and any other Sections of the Code, by restoring
             benefits to such Plan Participants and
             Beneficiaries that are no longer available under
             the Basic Plan as a result of the Limits, and
             (2) for the purpose of restoring benefits to Plan
             Participants and Beneficiaries that are no longer
             available under the Basic Plan as a result of the
             Participant's deferrals into the DCP.."

   2.   Section 2.2 is deleted and the remaining Sections of Article II
   are renumbered accordingly.

   3.   Section 2.12 is amended and renumbered to read:

             "2.11  "Limits" means the limits imposed on tax
             qualified retirement plans by Section 401(a)(17)
             and any other Sections of the Code."

   4.   Section 3.1 is amended to read:

             "3.1  ELIGIBILITY.  Any Employee who is not a
             Participant in the Plan on December 31, 2004, who
             is participating in the Basic Plan and (i) whose
             Compensation in a Plan Year will exceed the
             Limits, or (ii) who has deferrals in the DCP
             excluded for purposes of benefit allocations in
             the Basic Plan, will be eligible to become a
             Participant in the Plan as of January 1 of such
             Plan Year.  If an Employee who was not expected to







             be eligible to become a Participant in a given
             Plan Year subsequently qualifies because his or
             her Compensation exceeds the Limits for that Plan
             Year, or because he or she becomes eligible for,
             or begins to participate in, the DCP, such
             Employee will be eligible to participate in the
             Plan as soon as practicable after this
             determination has been made or deferrals begin."

   IN WITNESS WHEREOF, the Company has caused this First Amendment to be
   executed on its behalf, by its officer duly authorized, this 29th day
   of December, 2004.

                                 NISOURCE INC.




                                 By:  /s/ Michael W. O'Donnell
                                      -------------------------------