Environmental, Health and Safety Committee Charter

General

The principal function of the Environmental, Health and Safety Committee is to assist the Board of Directors and management of NiSource Inc. (the "Corporation") in establishing, administering and interpreting the environmental, health and safety policy of the Corporation.

Composition and Chairman

The Committee shall consist of four (4) members of the Board of Directors. The members and the Chairman of the Committee shall be chosen by a majority of the Board of Directors.

Responsibilities

The Committee is expected to fulfill the following responsibilities:

1.       In consultation with management and/or other Committees of the Board of Directors, evaluate the Corporation's programs, policies, procedures, and practices with respect to protecting the environment and for providing a healthy and safe environment for employees, customers, contractors and the public.

2.       Review shareholder proposals related to environmental, health, safety, sustainability and product stewardship issues and assess, with input from management, the impact on the Corporation.

3.       Review major legislation, regulations and other external influences pertaining to responsibilities of the Committee, and assess, with input from management, the impact to the Corporation.

4.       Review the environmental, health and safety management systems, programs and performance to ensure that the risks to the Corporation are identified, assessed and managed.

5.       Review the nature and extent of the capital and O&M spending of the Corporation for environmental, health and safety compliance and continuous improvement in these areas.

6.       Review the process for identifying sites requiring environmental remediation and the progress being made in remediation.

7.       See that appropriate action is taken to assure compliance, and to correct non-compliance with the Corporation's procedures, programs, policies and practices relating to its environmental, health and safety responsibilities.

8.       Provide oversight and direction to the environmental, health and safety compliance and management system audit process.

9.       Meet not less than two times per year, or more frequently as circumstances dictate.

10.    Review and update this charter periodically, as conditions warrant.

11.    Conduct or authorize studies, reviews and/or inquiries into any matters within the scope of the Committee's responsibilities.

12.    Report Committee actions to the Board of Directors with such recommendations, as the Committee may deem appropriate.

13.    Perform such other functions as are required by law, by the Corporation's Certificate of Incorporation or By-laws, or by the Board of Directors.

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