EXHIBIT 24
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NISOURCE INC.
(DELAWARE)
POWER OF ATTORNEY
----------------
Each director and officer of NiSource Inc., a Delaware
corporation formerly named "New NiSource Inc." (the "Company"), whose
signature appears below hereby constitutes and appoints Gary L. Neale
and Stephen P. Adik, and each of them singly, his or her true and
lawful attorneys with full power to them and each of them to execute
in the name of such person and in the capacity or capacities indicated
below one or more Registration Statements on Form S-3 and on Form S-8,
including without limitation any such Registration Statements filed as
Post-Effective Amendments to the Registration Statement on Form S-4 of
the Company and NiSource Inc., an Indiana corporation, (Registration
No. 333-33896), to register under the Securities Act common shares,
$.01 par value (including associated preferred stock purchase rights),
of the Company that may be offered and sold under any one or all of
the following plans (or successors to such plans): Columbia Savings
Plan, Non-Employee Director Stock Incentive Plan of NiSource Inc.,
NiSource Inc. 1994 Long-Term Incentive Plan, NiSource Inc. 1988 Long-
Term Incentive Plan, NiSource Inc. Tax Deferred Savings Plan, Northern
Indiana Public Service Company Bargaining Unit Tax Deferred Savings
Plan, Kokomo Gas & Fuel Co. Bargaining Unit Tax Deferred Savings Plan,
IWC Resources Corporation Employee Thrift Plan and Trust, Employees'
Profit Sharing and Salary Deferral Plan of SM&P Utility Resources,
Inc., Bay State Gas Company Savings Plan for Operating Employees, Bay
State Gas Company Employee Savings Plan and NiSource Inc. Employee
Stock Purchase Plan and any similar plan or plans of the Company or
NiSource Inc., an Indiana corporation, and their subsidiaries, and, if
appropriate, interests in any such plan or plans, and to file any
amendments (including post-effective amendments) and supplements to
any such Registration Statement or Post-Effective Amendment to
Registration Statement necessary or advisable to enable the registrant
to comply with the Securities Act and any rules, regulations and
requirements of the Securities and Exchange Commission in respect
thereof, which amendments and supplements may make such other changes
in the Registration Statement or Post-Effective Amendment to
Registration Statement as such attorneys deem appropriate, including
without limitation any subsequent registration statement for any such
offering that may be filed under Rule 462(b) under the Securities Act.
<TABLE>
<CAPTION>
Name and Signature Title Date
------------------- ----- ----
<S> <C> <C>
/s/ Gary L. Neale Chairman, President and Chief November 2, 2000
----------------------------------------- Executive Officer
Gary L. Neale
/s/ Stephen P. Adik Vice Chairman November 2, 2000
-----------------------------------------
Stephen P. Adik
11
Name and Signature Title Date
------------------- ----- ----
/s/ Michael W. O'Donnell Executive Vice President and November 2, 2000
----------------------------------------- Chief Financial Officer
Michael W. O'Donnell (Principal Accounting
Officer)
/s/ Steven C. Beering Director November 2, 2000
-----------------------------------------
Steven C. Beering
/s/ Arthur J. Decio Director November 2, 2000
-----------------------------------------
Arthur J. Decio
/s/ Dennis E. Foster Director November 2, 2000
-----------------------------------------
Dennis E. Foster
/s/ James T. Morris Director November 2, 2000
-----------------------------------------
James T. Morris
/s/ Ian M. Rolland Director November 2, 2000
-----------------------------------------
Ian M. Rolland
/s/ John W. Thompson Director November 2, 2000
-----------------------------------------
John W. Thompson
/s/ Robert J. Welsh Director November 2, 2000
-----------------------------------------
Robert J. Welsh
/s/ Carolyn Y. Woo Director November 2, 2000
-----------------------------------------
Carolyn Y. Woo
/s/ Roger A. Young Director November 2, 2000
-----------------------------------------
Roger A. Young
</TABLE>
