EXHIBIT 24.2
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NISOURCE INC.
(INDIANA)
POWER OF ATTORNEY
-----------------
Each director and officer of NiSource Inc., an Indiana
corporation, 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 NiSource Inc. and New NiSource
Inc. (Registration No. 333-33896), to register under the Securities
Act common shares, $.01 par value (including associated preferred
stock purchase rights), of New NiSource Inc., a Delaware corporation,
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 NiSource Inc. or New
NiSource Inc. 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.
Name and Signature Title Date
------------------ ----- ----
/s/ Gary L. Neale Chairman, President and October 27, 2000
----------------------- Chief Executive Officer
Gary L. Neale (Principal Executive
Officer)
/s/ Stephen P. Adik Senior Executive Vice October 27, 2000
----------------------- President, Chief
Stephen P. Adik Financial Officer and
Treasurer (Principal
Accounting Officer)
/s/ Steven C. Beering Director October 27, 2000
-----------------------
Steven C. Beering
/s/ Arthur J. Decio Director October 27, 2000
-----------------------
Arthur J. Decio
/s/ Dennis E. Foster Director October 27, 2000
-----------------------
Dennis E. Foster
/s/ James T. Morris Director October 27, 2000
-----------------------
James T. Morris
/s/ Ian M. Rolland Director October 27, 2000
-----------------------
Ian M. Rolland
/s/ John W. Thompson Director October 27, 2000
-----------------------
John W. Thompson
/s/ Robert J. Welsh Director October 27, 2000
-----------------------
Robert J. Welsh
/s/ Carolyn Y. Woo Director October 27, 2000
-----------------------
Carolyn Y. Woo
/s/ Roger A. Young Director October 27, 2000
-----------------------
Roger A. Young
