Sheila,

Attached is the edited Master Purchase and Sale document (AKA the "affiliate 
document") between PGL/MEH.  Please review and provide comments back PGL's 
attorney (Simon Halfin, (email: S.Halfin@pecorp.com, phone # 312-240-4411).   
Per Gregg Penman's reccomendation, please coordinate with Kay Mann on who 
from Enron is representing MEH on this document.  Gregg and I will be the 
commercial point contact for MEH and Dave Wear for PGL/NSG.

Again, once executed  PGL/NSG representative will petition the ICC for the 
right to buy and/or sell gas to an affiliate under this master contract.  A 
final decision/recommendation needs to be made if this document will be filed 
before or with the Hub Agency document.  


---------------------- Forwarded by Roy Rodriguez/Corp/Enron on 07/11/2000 
01:57 PM ---------------------------


s.halfin@pecorp.com on 07/11/2000 11:35:31 AM
To: roy.rodriguez@enron.com
cc: w.morrow@pecorp.com, r.delara@pecorp.com, d.wear@pecorp.com, 
m.klyasheff@pecorp.com, j.nassos@pecorp.com 

Subject: Master Natural Gas Contract


Roy:

Attached for MEH's review is a draft Master Natural Gas Contract between
Peoples Gas and MEH.  This draft contract is based on the Master Natural Gas
Contract between Peoples Gas and EMW which was executed on June 30, 2000.
For your convenience, I have attached a compare of the two contracts.  As
you will note, apart from the addition of an ICC approval requirement, most
of the changes are of an editorial nature. Please note that this draft is
still subject to management approval.

Let me know if the form of this document is acceptable to MEH.  If you have
any questions, please call me.

Regards,

Simon Halfin

 <<MEH PGL Master K.doc>>  <<MEH.PGL.compare.doc>>


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 - MEH PGL Master K.doc
 - MEH.PGL.compare.doc