EXHIBIT 10.29

                      THIRD AMENDMENT TO THE NISOURCE INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                (AS AMENDED AND RESTATED EFFECTIVE JUNE 1, 2002)

         WHEREAS, NiSource Inc. (the "Company") maintains the NiSource Inc.
Supplemental Executive Retirement Plan, as amended and restated effective June
1, 2002 and further amended effective March 1, 2003 and August 25, 2003 (the
"Plan"); and

         WHEREAS, pursuant to Section 5.5 of the Plan, the Company deems it
desirable to amend the Plan as described below.

         NOW, THEREFORE, Section 4.6 of the Plan is hereby amended, effective
August 25, 2003, to read as follows:

         "4.6 Form of Payment. Notwithstanding Sections 4.1, 4.2 and 4.3, a
         Participant shall receive distribution of his Supplemental Retirement
         Pension in the same form as his distribution under the NiSource Pension
         Plan, computed in the same manner as in the NiSource Pension Plan, or
         under any other Qualified Pension Plan, computed in the same manner as
         in such Qualified Pension Plan. Any election under the NiSource Pension
         Plan or any other Qualified Pension Plan shall apply to his
         Supplemental Retirement Pension pursuant to the preceding sentence only
         if it is made by written instrument delivered to the Committee at least
         30 days prior to the date of such distribution. If such election is not
         so made at least 30 days prior to the date of distribution of his
         Supplemental Retirement Pension, the Participant's Supplemental
         Retirement Pension shall be paid as a 50% joint and survivor Pension if
         such Participant is married, or as a single-life Pension if such
         Participant is unmarried. If a Participant who makes an election
         pursuant to this Section 4.6 at least 30 days prior to the date of
         distribution dies prior to distribution pursuant to such election, such
         election shall be revoked and the other provisions of this Article IV
         shall apply."



         IN WITNESS WHEREOF, the Company has caused this Third Amendment to be
executed on its behalf, by its officer duly authorized, this 1st day of December
2003.

                                           NISOURCE INC.

                                           By: /s/ S. LaNette Zimmerman

                                           Its: Executive Vice President, Human
                                           Resources and Communications

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