Dianne, further to our conversation this morning, this e-mail will confirm 
the following:

1.  The current form of Master Physical Gas Agreement with Duke is an older 
master which indicates that transactions must be confirmed in writing and 
arguably provides that such confirms are not binding until executed by both 
parties.  However, the EnronOnline Electronic Trading Agreement indicates 
that, where a confirm is issued, it is deemed accepted unless objected to 
within three business days.  There is no indication in the EOL Electronic 
Trading Agreement how a conflict between the provisions of that agreement and 
any master agreement will be resolved, but I think that for the purposes of 
the EnronOnline transactions, we can rely on the terms of the Electronic 
Trading Agreement and, if Duke has not objected to the terms set forth in the 
EOL confirm within three business days, determine that such confirms are 
valid and binding upon the counterparty.

2.  However, with respect to any physical gas transactions entered into with 
Duke under the Master but not through EnronOnline, we still need them to 
execute and return the confirm.

3.  Regarding financial deals entered into through EnronOnline and made 
pursuant to the electronic form of GTC, the terms of the Electronic Trading 
Agreement will govern and, unless Duke objects to the terms of the confirm 
within three business days, the confirm is deemed to be valid and binding on 
Duke.

4.  Notwithstanding the above, I think we should still try to maintain our 
practice with other counterparties of obtaining executed confirms back from 
such counterparties.

Mark, if you have any concerns with these conclusions, can you please let me 
know at your earliest convenience.  Duke currently has approximately 350 
outstanding confirms entered into with ECC through the facilities of 
EnronOnline that they have not executed and returned and they have told us 
that they are relying on the Electronic Trading Agreement as providing there 
is no requirement to execute and return these confirms.

Thanks

Greg