8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant To Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 1, 2011

NiSource Inc.

(Exact name of registrant as specified in its charter)

Commission file number 001-16189

Delaware	35-2108964
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
801 East 86th Avenue
Merrillville, Indiana	46410
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (877) 647-5990

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

On September 1, 2011, NiSource Inc. (the “Company”) announced that effective August 31, 2011, Christopher A. Helms retired from his position as Executive Vice President and Group CEO of the NiSource Gas Transmission and Storage Group, as well as any other offices or directorships with the Company or any affiliate. In connection with his retirement from the Company, the Company and Mr. Helms entered into a letter agreement on August 30, 2011 (the “Agreement”), the material terms of which are described below.

The Agreement provides that Mr. Helms will continue to serve as a full-time, active employee of the Company until October 31, 2011, or his earlier resignation or termination (the “Employment Period”). During the Employment Period, he will continue to receive his current annual base salary and will remain eligible to participate in the Company’s benefit plans. The Agreement provides for Mr. Helms to receive a separation payment of $4,838,408 plus a lump sum payment equivalent to 130% of 104 weeks of COBRA continuation coverage payments in lieu of any continued medical, dental, vision and other welfare benefits. Mr. Helms will remain entitled to indemnification by the Company pursuant to its by-laws, as well as coverage under the Company’s directors and officers liability insurance policies to the same extent as other former officers of the Company. Mr. Helms has agreed to adhere to confidentiality and non-disparagement covenants. Mr. Helms also has agreed not to compete against NiSource with specified companies through December 31, 2012. The Agreement includes a customary release of claims arising prior to the signing of the release.

For additional information, see the press release furnished hereto as Exhibit 99.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit
Number	Description
99.1	Press Release, dated September 1, 2011, issued by NiSource Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		NiSource Inc.
		(Registrant)
Date: September 1, 2011	By:	/s/ Robert E. Smith Robert E. Smith
		Vice President and Assistant Corporate Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release, dated September 1, 2011, issued by NiSource Inc.

EX-99.1

Exhibit 99.1

801 E. 86th Avenue
Merrillville, IN 46410

September 1, 2011

FOR ADDITIONAL INFORMATION

Media	Investors
Mike Banas	Randy Hulen
Communications Manager	Managing Director, Investor Relations
(219) 647-5581	(219) 647-5688
mbanas@nisource.com	rghulen@nisource.com

Leadership change announced
at NiSource Gas Transmission & Storage

Helms retiring; Staton to advance growth agenda

MERRILLVILLE, Ind. —NiSource Inc. (NYSE: NI) President & CEO Robert C. Skaggs Jr. today announced a leadership change at NiSource Gas Transmission and Storage (NGT&S) following the announcement by Executive Vice President and Group CEO Christopher A. Helms that he has decided to retire from the company.

Skaggs said that, effective immediately, Jimmy D. Staton, a NiSource executive with an extensive background in the natural gas business, will assume responsibility for leading the company’s NGT&S units, which include Columbia Gas Transmission LLC, Columbia Gulf Transmission Co. and Crossroads Pipeline Co. Staton also will be responsible for NiSource Energy Ventures, which includes the company’s midstream business, as well as the company’s partnership interests, Millennium Pipeline and Hardy Storage Co.

Staton currently serves as executive vice president and group CEO of NiSource’s Indiana gas and electric utility business, which includes Northern Indiana Public Service Company (NIPSCO), as well as the company’s Gas Distribution business unit. With this change, Staton continues to have responsibility for NiSource’s Indiana utility business, while Skaggs assumes responsibility for NiSource’s gas distribution business.

Helms has led NGT&S since 2005, helping position the company to pursue an array of growth and expansion investment opportunities.

“Chris brought a strong, market-driven focus to our pipeline and storage business, helping better position our company to pursue a wide array of attractive, investment-driven growth initiatives,” Skaggs said. “I join our entire team in thanking Chris for his contributions and wishing him well.”

(more)

NGT&S Leadership
September 1, 2011
Page 2 of 2

“I am tremendously proud of our team’s accomplishments at NGT&S, and deeply appreciative of the opportunity to work with such a talented and dedicated group of people,” Helms said. “Although my work is done, I know NGT&S is poised to deliver even more outstanding results for our shareholders, customers and the communities we serve.”

Commenting on Staton’s appointment, Skaggs noted that, “Jimmy brings to this role a strong track record of advancing key commercial, regulatory and infrastructure enhancement strategies. I’m confident that he and the NGT&S team will continue to develop collaborative and creative solutions that benefit our customers, our team and NiSource as a whole.”

Focus on NGT&S Growth Agenda

In his new role, Staton will focus on advancing the NGT&S strategy to:

• Deliver customer value and earnings growth by leveraging NiSource’s strategic asset base, including the company’s strong footprint in shale production areas

• Enhance system reliability and integrity

• Improve customer focus and overall stakeholder engagement

• Strengthen organizational capability

Staton reports to Skaggs and serves as a member of NiSource’s executive council. He began his energy industry career as a petroleum engineer at the Federal Energy Regulatory Commission. After leaving the public sector, Staton held several rate, regulatory and strategic planning positions with Arkla Energy Resources and Consolidated Natural Gas Company. In 2000, Staton was named Senior Vice President, Electric Delivery for Dominion Resources Inc., and later became Senior Vice President, Delivery Operations.

Staton joined NiSource in 2008 as Executive Vice President and Group CEO for the company’s Gas Distribution business, and assumed responsibility for the company’s Indiana gas and electric operations in 2010. He holds professional memberships with a number of associations, including the American Gas Association and the Southern Gas Association. He earned a B.S. degree in Petroleum Engineering from Louisiana State University in 1983.

About NiSource

NiSource Inc. (NYSE: NI), based in Merrillville, Ind., is a Fortune 500 company engaged in natural gas transmission, storage and distribution, as well as electric generation, transmission and distribution. NiSource operating companies deliver energy to 3.7 million customers located within the high-demand energy corridor stretching from the Gulf Coast through the Midwest to New England. Together, NiSource’s gas transmission and storage companies operate a 15,000-mile network of natural gas pipelines, 37 storage fields and serve some of the nation’s largest and fastest-growing energy markets in the Northeast, Midwest and Mid-Atlantic regions. Information about NiSource and its subsidiaries is available via the Internet at www.nisource.com. NI-F

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