1. Proposed Sale of Enron North America’s/People’s Energy Joint Venture
Presentation to __________
February ___, 2002

2. Agenda Executive Summary People’s Energy Summary Oxy Summary
Dominion Summary
Valuation Comparison
Timing Constraints
Deal Risks

3. Executive Summary
Proposing a sale of Enron North America’s gas supply contract partnership with People’s Energy to either Dominion Energy Clearinghouse or Occidental Energy Marketing, Inc.
Sale estimated to yield $38-12 MM, contingent upon the closing date and market conditions
Estimated closing date of March 25th
Sale considered superior to other options due to the business characteristics of the bidders (ie. credit ratings, balance sheet mix, etc.)
Auction process yielded eight bids, the field was narrowed to three based on price, finally two due to contractual units

4. Peoples Energy Summary
People’s Energy Corporation (“PGL”) is the parent of two natural gas utilities, Peoples Gas, Light and Coke (“PGL&C”) and North Shore Gas (“NSG”).
PGL&C operates a natural gas distribution system in the Chicago area and NSG provides natural gas services to several of Chicago’s northern suburbs.
Combined, PGL serves approximately 1 million customers.
PGL’s gas system connects to four interstate pipelines, allowing the company negotiating leverage in obtaining required gas supply.
PGL operates a large gas storage field near its distribution system, enabling the company to purchase gas for winter use during the summer
PGL has established a supportive regulatory environment

5. Dominion Bid Proposal Purchase Price:
For a April start date, the purchase price for Enron’s/Peoples gas supply contracts is approximately $____ million.
The purchase price will be change over time with the change in the price of the Nymex gas strip price, with the estimated change to be around $350,000/day.

6. Oxy Bid Proposal Purchase Price:
For a April start date, the purchase price for Enron’s/Peoples gas supply contracts is approximately $____ million, which excludes the $4.0 million for the price of the Enovate transaction.
The purchase price will be change over time with the change in the price of the Nymex gas strip price, with the estimated change to be around $350,000/day

7. Bid Comparison

8. Deal Risks Deal Not Done:
PGL transaction is to be terminated with Enron North America
ISDA agreements with PGL are to de put in line with creditors

9. Time Frame Timeframe: Feb. 20th: Feb. 21st: Internal Approval
Feb 22nd: Bankruptcy Committee