Supplemental Executive Retirement Agreement between NiSource Inc. and Michael W. O'Donnell

Summary

This agreement confirms Michael W. O'Donnell's participation in the NiSource Inc. Supplemental Executive Retirement Plan (SERP), effective January 1, 2004. It specifies that his compensation and service with both Columbia Energy Group and NiSource Inc. from November 1, 2000, onward will count toward his SERP benefits. The agreement also states that his supplemental retirement pension will be reduced by any benefits accrued under other specified retirement plans since that date. Both parties have signed to confirm these terms.

EX-10.2 3 c89238exv10w2.txt SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT Exhibit 10.2 July 28, 2004 Mr. Michael W. O'Donnell RE: SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Dear Mike: This letter sets forth NiSource Inc.'s understanding of your participation in the NiSource Inc. Supplemental Executive Retirement Plan ("SERP"): (1) Your participation in the SERP is effective January 1, 2004; (2) Your Compensation, as defined in the SERP, includes compensation with Columbia Energy Group and NiSource Inc. from and after November 1, 2000; (3) Your Service, as defined in the SERP, includes service with Columbia Energy Group and NiSource Inc. from and after November 1, 2000; and (4) Your Supplemental Retirement Pension will be offset by your benefits under the Retirement Plan of Columbia Energy Group Companies and the Pension Restoration Plan for NiSource Inc. and Affiliates accrued on and after November 1, 2000. Please sign the attached copy of this letter and return it to S. LaNette Zimmerman to indicate your confirmation of the above terms of your SERP participation. Sincerely, NiSource Inc. By: /s/ S. LaNette Zimmerman S. LaNette Zimmerman Executive Vice President of Human Resources and Communications Confirmation of SERP terms: /s/ MW O'Donnell Date: 8/19/04 - ---------------- Michael W. O'Donnell