Affiliate Master Purchase and Sale Agreement

Suzanne, please forward this to Jeff. My email is acting up again.

Hi Jeff,

I thought I would pass this email along to you since you've been working on
some of the aspects of the Peoples deal. I don't want to interfer with
whatever you have going on, but I'm happy to assist/participate in whatever
way makes sense.

Kay

---------------------- Forwarded by Kay Mann/Corp/Enron on 06/23/2000 04:45
PM ---------------------------

From: Gregg Penman 06/20/2000 02:20 PM

To: Kay Mann/Corp/Enron@Enron
cc:

Subject: Affiliate Master Purchase and Sale Agreement

Here is some more info. regarding the Affiliate Master Purchase and Sale
Agreement that is on the list.

Attached is a draft agreement prepared by Simon Halfin at Peoples. It is
based on the 3rd party contract that Jeff Hodge is working on with Peoples.
The agreement is intended to be a master contract that would facilitate a
blanket of structured term transactions between the utilities (Peoples Gas
Light and Coke Co. and North Shore Gas) and MEH. It will be filed with the
Illinois Commerce Commission for approval. My understanding is that the
transactions will still be subject to the annual prudency process of each
utility. I am not sure your strategy on this one, but would think that a
combination of you, Jeff Hodge, and Boyd would be most effective. I
understand that Dynegy and Nicor filed a similar agreement as part of their
Hub Agency Agreement that Boyd has reviewed. I am sure he can confirm that
or not.

Thanks,

Gregg