Attached are draft documents that address entering into separate transactions 
for
the off-peak and on-peak periods.  As you can see, these documents are 
similar to
the draft round-the-clock MW Turndown transactions that we have been 
discussing.
We are proposing to paper these transactions as if the off-peak each month is 
executed
first and then at a later date the on-peak transactions are executed when the 
gas and 
power prices allow us both to make money.  We have also included language in 
the
transaction agreements to allow negative values in the keep whole and revenue 
sharing
formulas to be carried forward to the end of each quarter and included as a 
true-up in
the last payment of each quarter.  Below is a brief description of the other 
changes:

Off-Peak Transaction:

Different physical plant burns for weekdays or weekends & holidays
Baseload resale of gas back to ENA
ENA's balancing capabilities in Canada will level out varying plant burns
ENA's balancing charges, if any, are included in the keep whole formula
No obligation to sell incremental gas supply into Empire ( i.e. No Part II )
Hourly average of the off-peak LBMP's is used in pricing formula

On-Peak Transaction:

On-peak LBMP's is used in pricing formulas
ENA obligation to sell incremental gas supply into Empire under Part II


Plase call me with your comments,

Ruth