EXHIBIT 10.21

                                                              Resolutions of the
                                    Nominating and Compensation Committee of the
                                             Board of Directors of NiSource Inc.
                                                         Adopted August 25, 2003

                  WHEREAS, The Corporation and certain of its affiliates sponsor
various severance plans and policies for employees of the Corporation and its
affiliates; and

                  WHEREAS, The Corporation desires to extend the term of each
such plan and policy.

                  NOW, THEREFORE, BE IT RESOLVED, That the Committee hereby
extends the term of each severance plan and policy maintained for employees of
the Corporation and its affiliates to December 31, 2003.

                  FURTHER RESOLVED, That the Committee ratifies any action
heretofore taken in connection with the foregoing resolution.

                  FURTHER RESOLVED, That the appropriate officers of the
Corporation are authorized to take such other action and execute such other
documents as shall be appropriate to implement the foregoing resolution.