EXHIBIT 10.9

                             FIRST AMENDMENT TO THE
                   NISOURCE INC. 1994 LONG-TERM INCENTIVE PLAN
               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2000)

         WHEREAS, NiSource Inc. (the "Company") maintains the NiSource Inc. 1994
Long-Term Incentive Plan, as amended and restated effective January 1, 2000 (the
"Plan");

         WHEREAS, pursuant to Section 20 of the Plan, the Company deems it to be
in its best interests to amend the Plan as described below;

         NOW, THEREFORE, the Plan is hereby amended, effective October 1, 2001,
as follows:

     1. Section 14 of the Plan is amended to read as follows:

                  DIVIDEND EQUIVALENTS. From and after the date, if any,
         specified in an applicable contingent stock award agreement, the holder
         of such contingent stock award shall receive a distribution of an
         amount equivalent to the dividends payable in cash or property (other
         than stock of the Company) that would have been payable to the holder
         with respect to the number of Common Shares subject to such award, had
         the holder been the legal owner of such Common Shares on the applicable
         date on which such dividend is declared by the Company on Common
         Shares. Any such dividend equivalent payable in cash or property (other
         than stock of the Company) shall be payable directly to the holder of
         the contingent stock award at such time, in such form, and upon such
         terms and conditions, as are applicable to the actual cash or property
         dividend actually declared with respect to Common Shares. Any
         participant entitled to receive a cash dividend equivalent pursuant to
         his contingent stock award agreement may, by written election filed
         with the Company, at least ten days prior to the date for payment of
         such dividend equivalent, elect to have such dividend equivalent
         credited to an account maintained for his benefit under a dividend
         reinvestment plan maintained by the Company. Appropriate adjustments
         with respect to awards shall be made to give effect to the payment of
         stock dividends as set forth in subsection 3(b) above.

     2. Section 17 of the Plan is amended to read as follows:

                  17. EMPLOYMENT RIGHTS. Nothing in the Plan or in any agreement
         entered into pursuant to the Plan shall confer upon any participant the
         right to continue in employment with the Company or affect any right
         which his employer or the Company may have to terminate the employment
         of such participant. For purposes of the Plan, termination of
         employment shall be deemed to occur on the date the recipient of an
         award last performed services for the Company or his employer
         affiliated with the Company and shall not be deemed to include any
         period during which the recipient is entitled to receive severance pay
         from the Company or any such affiliate.





     IN WITNESS WHEREOF, the Company has caused this First Amendment to be
executed on its behalf, by its duly authorized officer, on this 22nd day of
October, 2001.


                                             NiSource Inc.


                                             By:  /s/ Stephen P. Adik
                                                 -----------------------------

                                             Its: Vice Chairman
                                                 -----------------------------



                                SECOND AMENDMENT
                              TO THE NISOURCE INC.
                         1994 LONG-TERM INCENTIVE PLAN
              (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2000)



          WHEREAS, NiSource Inc. (the "Company") maintains the NiSource Inc.
1994 Long-Term Incentive Plan, as amended and restated effective January 1,
2000, and further amended effective October 1, 2001 (the "Plan");


          WHEREAS, pursuant to Section 20 of the Plan, the Company deems it to
be in its best interest to amend the Plan for clarification purposes as
described below;


          NOW THEREFORE, Section 6 of the Plan is amended, effective January 1,
2001, by the addition of the following sentence at the end thereof:


          "The limitations set forth in this Section 6 shall relate only to
years or other periods of time in which such awards constitute applicable
employee remuneration under Internal Revenue Code Section 162(m).


          IN WITNESS WHEREOF, the Company has caused this Second Amendment to
the Plan to be executed on its behalf, by its duly authorized officer, on this
25th day of January, 2002.


                                        NISOURCE INC.



                                        By:   /s/ Stephen P. Adik
                                           ------------------------------


                                        Its:  Vice Chairman
                                           ------------------------------