Sara - per my voice mail, I am forwarding you a copy of the long form 
confirmation that Peoples has suggested we use prior to an ISDA between 
Peoples Energy Corp. and enovate, L.L.C.  We would like to execute on this 
Gas Daily option early next week so your input on the most expedient 
documentation is extremely appreciated.  Any questions, please give me a call.

Thanks,

Gregg
---------------------- Forwarded by Gregg Penman/Corp/Enron on 10/13/2000 
03:30 PM ---------------------------


p.burgener@pecorp.com on 10/13/2000 02:59:38 PM
To: gregg.penman@enron.com
cc:  
Subject: FW: Enovate/PEC ISDA


Gregg,

Can you have the appropriate people on the ENE side review this document
which we hope to use in the interim between PEC and enovate, L.L.C. for the
Gas Daily Option deal (Financial).  We hope to transact by very early next
week, which may need some quick turnaround.

Thanks,

> ----------
> From:  Jacobsen, Fred
> Sent:  Friday, October 13, 2000 2:49 PM
> To:  Marozas, Brian
> Cc:  Burgener, Paul
> Subject:  RE: Enovate/PEC ISDA
>
> Attached is a form of long-form confirmation.  Also, we will need a
> guaranty from Enron.  We would be looking for a guaranty similar to the
> one they provided for the PEC/ENA ISDA, only for 50% of the obligations of
> enovate.  Thanks, Fred.
>
>  <<Form of Long Form Confirmation (10-13-00).doc>>
>
> ----------
> From:  Marozas, Brian
> Sent:  Friday, October 13, 2000 10:31 AM
> To:  Jacobsen, Fred
> Cc:  Burgener, Paul
> Subject:  RE: Enovate/PEC ISDA
>
> Fred,
>
> Please send a long-form confirmation template to me and Paul Burgener.
>
> Thanks,
> Brian
>
>   ----------
>   From:  Jacobsen, Fred
>   Sent:  Tuesday, October 10, 2000 1:39 PM
>   To:  Marozas, Brian
>   Cc:  Nassos, John G.; Huprikar, Aparna
>   Subject:  RE: Enovate/PEC ISDA
>
>   Brian,  I just spoke with John Nassos and he indicated that
> although we would prefer to enter into transactions only after the ISDA
> and supporting documentation are in place, we could employ a long-form
> confirmation if Enron is agreeable to do so and (i) the enovate risk
> policy is executed and (ii) we receive a guaranty from Enron for 50% of
> enovate's obligations or we are willing to proceed without a guaranty upon
> the approval of Jim Burns and Aparna Huprikar.  Thanks, Fred.
>
>    ----------
>    From:  Marozas, Brian
>    Sent:  Tuesday, October 10, 2000 11:32 AM
>    To:  Jacobsen, Fred
>    Subject:  FW: Enovate/PEC ISDA
>
>    Fred,
>
>    Since we can't do a long-form, how close are we to
> finalizing the ISDA with Enovate?
>    PEC must purchase this product before November and
> is subject to price movements (See FYI).
>
>    Thanks,
>    Brian
>
>    FYI - We have to purchase the financial product
> ASAP.  The price of the financial product has gone from $963 K to $1,106
> K.   We have lost $143 K.
>
>    ----------
>    From:  Jacobsen, Fred
>    Sent:  Thursday, September 28, 2000 8:24 AM
>    To:  'Sara.shackelton@enron.com'
>    Cc:  Nassos, John G.; Huprikar, Aparna; Marozas,
> Brian
>    Subject:  Enovate/PEC ISDA
>
>    Sara, attached below please find drafts of the
> following ISDA documents to be entered into between Enovate, L.L.C. and
> Peoples Energy Corporation:
>
>    1. Schedule to Master Agreement
>    2. Paragraph 13 to Credit Support Annex
>    3. Exhibit A to Paragraph 13 to Credit Support Annex
>    4. ISDA Master Agreement
>    5. ISDA Credit Support Annex.
>
>     Please contact me via e-mail or at
> 312-240-7284 with any questions  and comments. Thank you, Fred.
>
>
>
>


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 - Form of Long Form Confirmation (10-13-00).doc