Kevin,

For your information.

Vince

---------------------- Forwarded by Vince J Kaminski/HOU/ECT on 05/23/2000 
06:43 PM ---------------------------


"Dave Boone" <dboone@sweci.com> on 05/18/2000 12:47:41 PM
To: <Vince.J.Kaminski@enron.com>
cc:  
Subject: 45 MW


PROPOSAL FOR THE SALE OF CAPACITY AND ENERGY




Buyer:    ___________________________________________

Seller:    Southwestern Electric Cooperative ("SWEC")

Facility:   SWEC's St. Peter Project ("St. Peter"), in Fayette County,
Illinois.

Effective Date and Term: The term shall be June 1, 2001 through May 31, 2004

Project Configuration: New gas fired single cycle 45 MW GE LM 6000-PC with
Enhanced Sprint option.

Product: Capacity, associated energy and ancillary services.

Firmness: Capacity and energy, as offered hereunder, shall be considered
unit firm.

Point of Delivery: The Point of Delivery for capacity and energy shall be at
the generator bus bar interface at the high voltage side of the St. Peter
switchyard substation located at the St. Peter plant ("Into Ameren").

Contract Quantity: SWEC will guarantee delivery of 45 MW at the delivery
point although actual capacity could be 47 MW or more.

Heat Rate: SWEC will guarantee a heat rate of 9,750 Btu/kWh for all MWh's
scheduled and received by BUYER

Energy Charge: BUYER shall pay to SWEC $3.50/MWh for all energy purchased
for associated variable O&M.

Capacity Charges: $8.40/kW-month



Fuel Supply:   BUYER shall procure, nominate, schedule and deliver the
natural gas necessary to generate the energy requirements.  BUYER shall pay
all applicable transportation costs and taxes required to deliver natural
gas to the meter at the St.Peter plant.


Start Up: In the event the St. Peter plant is not available by June 1, 2001,
the capacity payment to be paid by BUYER will be reduced by $8,000/day  (the
"Capacity Credit") for each day, Monday through Friday, that the St. Peter
plant is not available after June 1, 2001.  In the event the reduction
exceeds the monthly capacity payment, the amount of penalty in excess of the
monthly capacity payment shall be applied pro-rata to the remaining months
in the year the deficit occurred.  For purposes of the Transaction
Agreement, the term "available" shall mean the St. Peter plant is capable of
producing 45 Megawatts of electric power at the Delivery Point.
Energy Scheduling: BUYER shall have the right, but not the obligation to
notify SWEC of its intention to receive energy with a minimum of four hours
notice prior to delivery.  When scheduled, energy must be taken a minimum of
4 hours.  Such scheduled hours shall not be included as Scheduled Hours in
the calculation of the Annual Capacity Payment Refund below.
  In the event BUYER Schedules Hours for energy delivery on a Business Day
(Monday through Friday) ahead basis by 2:00 PM CPT and the St. Peter plant
is unavailable for such Scheduled Hours, BUYER shall reduce its Annual
Capacity Payment to SWEC on a pro-rata basis for each Scheduled Hour that
the plant is unavailable through an Annual Capacity Payment Refund.  For
purposes of this provision, the Annual Capacity Payment shall be pro-rated
over the number of Scheduled Hours in each year as follows:  ACPR = [(Yearly
Scheduled Hours - Yearly Delivered Hours) / Yearly Scheduled Hours] X
(Capacity Payment X 12).  In the event BUYER has scheduled and is receiving
energy on an intra-day basis and SWEC's unit becomes unavailable, no
reduction in capacity payment shall occur.  However, SWEC shall make a
commercially reasonable effort to deliver the scheduled energy.
Scheduled Maintenance: SWEC shall not schedule any routine scheduled
maintenance on the St. Peter plant during the period beginning May 1 through
September 30 of each year.  Scheduled Maintenance shall be defined as the
shutdown of a generating unit, transmission line, or other facility, for
inspection or maintenance, in accordance with an advance schedule.

Required Maintenance: Any required maintenance during the period beginning
May 1 through September 30 of each year shall be coordinated between SWEC
and BUYER.

Transmission: BUYER shall purchase and arrange for all necessary
transmission from the Delivery Point

Response Due Date:  May 31, 2000


Dave Boone
Director of Business Development & Marketing
Southwestern Electric
525 US Route 40
Greenville, IL  62246
Voice:  618-664-1025
             800-637-8667
Mobile:  618-792-9429
Fax:  618-664-3928


Dave Boone
Director of Business Development & Marketing
Southwestern Electric
525 US Route 40
Greenville, IL  62246
Voice:  618-664-1025
             800-637-8667
Mobile:  618-792-9429
Fax:  618-664-3928


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