Elba Deal Language

Dan:

I have a 3:30 Meeting in my office with this guy. Can you review this and
attend the meeting?

Thanks, Jeff
----- Forwarded by Jeffrey T Hodge/HOU/ECT on 07/19/2000 09:39 AM -----

Phil DeMoes@ENRON
07/14/2000 04:12 PM

To: Jeffrey T Hodge/HOU/ECT@ECT
cc: David Fairley/HOU/ECT@ECT, Janet R Dietrich/HOU/ECT@ECT, Ozzie
Pagan/HOU/ECT@ECT
Subject: Elba Deal Language

Jeff,

I have been working closely with Southern Company on the sale of natural gas
from Elba and/or Destin for 10 yrs. Please note the attached Exhibits that
Southern has drafted to our Gas Sales and Purchase Agreement dated December
29, 1999. Additionally, I have attached two proposals that summarizes the
structure of the deal. Pricing is still to be determined once we agree upon
the language for your review. Please advise as to a time that we may
discuss. I can be reached at x37912.

Thanks.

Phil D.

---------------------- Forwarded by Phil DeMoes/Corp/Enron on 07/14/2000
04:00 PM ---------------------------

"Kilpatrick, Alan M." <AMKilpat@southernco.com< on 07/12/2000 06:07:53 PM
To: "Phil DeMoes (E-mail)" <phil.demoes@enron.com<
cc:

Subject: FW: CONFIRMATION LETTER

I don't know if you got the e-mail below from Donna so I am sending it to
you again. This is a draft so please review and lets discuss.

Alan Kilpatrick --- * - 205/257-6143 --- * - 250/257-7795 --- * -
amkilpat@southernco.com <mailto:amkilpat@southernco.com<

-----Original Message-----
From: Donna Bailey [SMTP:dbailey@balch.com]
<mailto:[SMTP:dbailey@balch.com]<
Sent: Wednesday, July 12, 2000 4:45 PM
Cc: amkilpat@southernco.com <mailto:amkilpat@southernco.com<
Subject: CONFIRMATION LETTER

Phil,

Per the request of Alan Kilpatrick, I am frowarding to you a revised draft
of the confirmation letters covering the two LNG transactions SCS is
discussing with you. In the interests of time, they have not been reviewed
by Alan or the other SCS folks and so are subject to any comments or changes
they might have.

<<DDNQ02_.DOC<<

- DDNQ02_.DOC