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): February 17, 2006

NISOURCE INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-16189	35-2108964
(State or Other	(Commission File	(IRS Employer
Jurisdiction of	Number)	Identification No.)
Incorporation)

801 East 86th Avenue,
Merrillville, Indiana 46410
(877) 647-5990

(Address and Telephone Number
of Principal Executive Offices)

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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

At a meeting of the NiSource Inc. (the “Company”) board of directors on February 17, 2006, the board of directors, upon the recommendation of the Company’s Corporate Governance Committee (the “Governance Committee”), approved an Amended and Restated NiSource Inc. Directors’ Charitable Gift Program (the “Program”), which freezes eligibility in the Program such that no director elected on or after February 17, 2006 is eligible to participate in the Program. Under the Program, the Company makes a donation to one or more eligible tax-exempt organizations as designated by each eligible director. Organizations eligible to receive a gift under the program include charitable organizations and accredited United States institutions of higher learning. Individual directors derive no financial benefit from the program, as all deductions relating to the charitable donations accrue solely to the Company. A director’s private foundation is not eligible to receive donations under the program.

A copy of the Amended and Restated NiSource Inc. Directors’ Charitable Gift Program is attached to this Current Report as exhibit 10.1 and is incorporated by reference into this Item 1.01.

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

As disclosed in the Company’s Current Report on Form 8-K filed on August 26, 2005, Mr. John W. Thompson resigned from the board of directors effective as of August 24, 2005. Mr. Thompson’s term as a director was to expire at the annual meeting of stockholders of the Company in 2008. At a meeting of the board of directors on February 17, 2006, the Company’s board of directors, upon the recommendation of the Company’s Governance Committee, appointed Mr. Peter McCausland to fill the vacancy created by Mr. Thompson’s resignation. The board of directors has not yet determined the board committees on which Mr. McCausland will serve.

Mr. McCausland, age 56, is the Chairman and Chief Executive Officer of Airgas, Inc., a distributor of industrial, medical and specialty gases, welding equipment and safety supplies, a position he has held since 1987. In addition, Mr. McCausland holds in excess of 10% of the outstanding stock of Airgas, Inc. The Company and its subsidiaries use certain of the products sold by Airgas, Inc. in their business operations from time to time and purchase such products from Airgas, Inc. in the ordinary course of business. In 2005, the Company’s total purchases of products from Airgas, Inc. were approximately $428,904.

A copy of the press release announcing the appointment of Mr. McCausland and including additional information regarding his background and experience is attached hereto as exhibit 99.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit
Number	Description
10.1	Amended and Restated NiSource Inc. Directors’ Charitable Gift Program
99.1	Press Release, dated February 22, 2006

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: February 23, 2006	By:	/s/ Jeffrey W. Grossman
		Jeffrey W. Grossman
		Vice President and Controller

EXHIBIT INDEX

Exhibit
Number	Description
10.1	Amended and Restated NiSource Inc. Directors’ Charitable Gift Program
99.1	Press Release, dated February 22, 2006

EX-10.1

Exhibit 10.1

NISOURCE INC.
DIRECTORS’ CHARITABLE GIFT PROGRAM

1.	PURPOSE OF THE PROGRAM
	Under the NiSource Inc. Directors’ Charitable Gift Program (Program), NiSource Inc. (Company) will make a donation on behalf of each eligible Director, in the Director’s name, to the eligible tax-exempt organization(s) (Donee(s)) selected by the Director. The purpose of the Program is to acknowledge the service of the Company’s Directors, to recognize the interest of the Company and its Directors in supporting worthy charitable organizations and institutions of higher learning and to enhance the Company’s ability to continue to attract and retain highly qualified individuals to serve as Directors.
2.	ELIGIBILITY
	All persons serving as Directors of the Company as of February 16, 2006, other than Directors who are current or former employees of the Company or any of its subsidiaries, shall be eligible to participate in the Program. All Directors who join the Company’s Board of Directors after that date shall not be eligible to participate in the Program.
3.	DONATION AMOUNT
	While serving as a Director, the donation amount for a Director will be determined based on the Director’s completed years of Board service, in accordance with the following schedule.

Completed Years	Cumulative
of Service	Donations
Less than 5	$0
5-9	$125,000
10 or more	$250,000

	Notwithstanding this schedule, a Director who has completed at least five years of service will be treated as having served for 10 or more years if he or she terminates Board service as a result of death, disability or mandatory retirement.
4.	RECOMMENDATION OF DONATION
	At any time after a Director becomes eligible to participate in the Program, he or she may make a written recommendation to the Company, on a form provided by the Company for this purpose, designating the Donee(s) which he or she recommends as the recipient(s) of the Company donation to be made on his or her behalf. A Director may revise or revoke any such recommendation prior to

	payment of the donation by signing a new recommendation form and submitting it to the Company. Each eligible Director may choose one Donee or several Donees to receive a Company donation, provided that each Donee must be recommended to receive a donation of at least $25,000.
5.	DONEES
	To be eligible to receive a donation, a recommended organization must be a charitable organization or an accredited United States institution of higher learning and such charitable organization or institution of higher learning must initially, and at the time a donation is to be made, qualify to receive tax-deductible donations under the Internal Revenue Code. An organization or institution will be approved unless it is determined, in the exercise of good faith judgment, that a donation to the organization or institution would be detrimental to the best interests of the Company. A Director’s private foundation is not eligible to receive donations under the Program.
6.	TIMING OF DONATION
	Each donation made on a Director’s behalf will be made by the Company as soon as is practicable after the Company receives the Director’s recommendation, the Director completes the requisite number of years of service, and the Company confirms the eligibility of the Donee, or at such later date as the Director may specify.
7.	FUNDING AND PROGRAM ASSETS
	The Company currently intends not to fund the Program. However, if in the future the Company elects to fund the Program in any manner, neither the Directors nor their recommended Donee(s) shall have any rights or interests in any assets of the Company identified for such purpose. Nothing contained in the Program shall create, or be deemed to create, a trust, actual or constructive, for the benefit of a Director or any Donee recommended by a Director to receive a donation, or shall give, or be deemed to give, any Director or recommended Donee any interest in any assets of the Program or the Company.
8.	AMENDMENT OR TERMINATION
	The Board of Directors of the Company, may at any time, without the consent of the Directors participating or eligible to participate in the Program, amend, suspend or terminate the Program.
9.	ADMINISTRATION
	The Program shall be administered by the officers of the NiSource Charitable Foundation or any other employees of the Company or its subsidiaries designated

	by the Chairman of the Company (Committee). The Committee shall have plenary authority in its discretion, but subject to the provisions of the Program, to prescribe, amend and rescind rules, regulations and procedures relating to the Program. The determinations of the Committee on the foregoing matters shall be conclusive and binding on all interested parties.
10.	GOVERNING LAW
	The Program shall be construed, enforced and administered according to the laws of the State of Indiana, other than the conflicts of law provisions thereof.
11.	EFFECTIVE DATE
	The effective date of the amended and restated Program is January 27, 2006. The recommendation of any individual Director will be effective when he or she completes and submits to the Committee a written recommendation on the form provided for that purpose.
12.	SUPERSEDES PREVIOUS PROGRAM
	The terms of this Program supersede the terms of a similar program that was adopted in 1994 by a predecessor to the Company (Previous Program). Donations made by the Company’s predecessor on behalf of a particular Director under the Previous Program shall count against that Director’s cumulative donations under section 3 of this Program.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
February 22, 2006
FOR ADDITIONAL INFORMATION
Media	Investors
Kris Falzone	Randy Hulen
Vice President, Corporate Communications	Director, Investor Relations
(219) 647-5581	(219) 647-5688
klfalzone@nisource.com	rhulen@nisource.com
Carol Churchill	Rae Kozlowski
Director, Corporate Communications	Manager, Investor Relations
(888) 696-0481	(219) 647-6083
cchurchill@nisource.com	ekozlowski@nisource.com

NiSource elects Peter McCausland to Board of Directors

MERRILLVILLE, Ind. — The Board of Directors of NiSource Inc. (NYSE: NI) has elected Peter McCausland, Chairman and Chief Executive Officer of Airgas, Inc., to the NiSource Board.

“The NiSource board is honored to have Peter McCausland join our ranks,” said Gary L. Neale, Chairman of the Board. “Peter’s knowledge of industry, his understanding of financing and the law, and his success in building a business from the ground up complement the experiences of our other independent board members very well.”

Airgas, Inc. (NYSE: ARG) is the largest distributor of industrial, medical and specialty gases and welding equipment and one of the largest distributors of safety supplies in the United States. McCausland founded Airgas, Inc. in 1982 and has been the chairman and CEO since 1987. Before starting the firm, he served as general counsel for MG Industries, Inc., an industrial gas producer. He also was a partner in the law firm of McCausland, Keen and Buckman, which specialized in mergers, acquisitions and financings.

McCausland’s term on the NiSource board is scheduled to expire on the date of the 2008 Annual Meeting of Stockholders. He fills a vacancy on the board.

-more-

NiSource elects Peter McCausland to Board of Directors
Page 2

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 3.8 million customers located within the high demand energy corridor stretching from the Gulf Coast through the Midwest to New England. Information about NiSource and its subsidiaries is available via the Internet at http://www.nisource.com.

Forward-Looking Statements
This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Those statements include statements regarding the intent, belief or current expectations of NiSource Inc. and its management. Although NiSource believes that its expectations are based on reasonable assumptions, it can give no assurance that its goals will be achieved. Readers are cautioned that the forward-looking statements in this presentation are not guarantees of future performance and involve a number of risks and uncertainties, and that actual results could differ materially from those indicated by such forward-looking statements. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, but are not limited to, the following: weather; fluctuations in supply and demand for energy commodities; growth opportunities for NiSource’s businesses; increased competition in deregulated energy markets; the success of regulatory and commercial initiatives; dealings with third parties over whom NiSource has no control; the effectiveness of NiSource’s outsourcing initiative; actual operating experience of NiSource assets; the regulatory process; regulatory and legislative changes; changes in general economic, capital and commodity market conditions; and counter-party credit risk.

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