Exhibit 10.16

GAS SALES AND PORTFOLIO ADMINISTRATION AGREEMENT

This Gas Sales And Portfolio Administration Agreement ("Agreement") is
entered into the 1st day of September, 2002, for services to begin upon
regulatory approval of this Agreement as referenced below, by and between
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY, INC. ("Buyer") and PROLIANCE ENERGY,
LLC ("Seller") (collectively, the "Parties" or individually "Party"). Buyer and
Seller agree as follows:

RECITALS

1. Seller is a limited liability company created and existing under the
laws of the State of Indiana, with its registered office at 111
Monument Circle, Suite 2200, Indianapolis, Indiana.

2. Buyer is a corporation created and existing under the laws of the
State of Indiana with its principal place of business at Evansville,
Indiana.

3. This Agreement contains the mutual promises and covenants pursuant to
which Buyer as a purchaser of natural gas and portfolio administration
services, and Seller as a merchant of natural gas and portfolio
administration services, shall perform the transactions described
herein.

4. Under this Agreement, Seller agrees to provide natural gas to Buyer
consistent with the terms and conditions contained herein.

5. This Agreement contains terms that reflect the terms of a negotiated
settlement agreement ("Settlement") entered into with non-parties to
this Agreement. The Agreement, as part of the Settlement, will be
reviewed by the Indiana Utility Regulatory Commission (the
"Commission"), and will become effective on the first day of the month
following issuance of a final order by the Commission in consolidated
Cause Nos. 37394GCA50S1, 37399GCA50S1, and 42233 ("GCA50S1") finding
that the Agreement is in the public interest.

6. This Agreement shall be subject to, and interpreted consistent with,
the Settlement.

DEFINITIONS

The following terms shall have the following definitions for this Agreement
and its Appendices:

1. The term "ANR" shall mean ANR Pipeline Company.

2. The term "Balancing Quantities" shall mean the quantity of Gas which
satisfies the difference between the Gas quantities scheduled for
delivery to Buyer's Delivery Points and the actual physical flow of
Gas taken by Buyer at the Delivery Points.

3. The term "Btu" shall mean British thermal unit, as defined in
Transporter's Tariff.

4. The term "Contract Month" shall mean a calendar month during the
effectiveness of this Agreement.

5. The term "Contract Rates" shall mean to the demand costs as well as
the variable costs associated with delivery service as described in
Appendix C.

6. The term "Day" shall be defined as it is defined in Transporter's
Tariff, or as applied by Transporter.

7. The term "Delivery Points" shall mean the points of delivery of Gas
from Seller to Buyer as specified in Appendix A.

8. The term "FERC" shall mean the Federal Energy Regulatory Commission.

9. The term "Gas" shall mean natural gas.

10. The term "GCIM" shall mean the gas cost incentive mechanism provided
for in the Settlement.

11. The term "Maximum Daily Quantities" or "MDQ" shall mean the maximum
quantity of Gas which Seller shall be obligated to supply on a firm
basis to Buyer's Delivery Points on a particular day.

12. The term "Maximum Portfolio Entitlement" shall mean the maximum
deliverability that Buyer is entitled to under the Services identified
on Appendix C.

13. The term "Maximum Seasonal Quantities" or "MSQ" shall mean the maximum
quantity of Gas which Seller shall be obligated to supply on a firm
basis to Buyer's Delivery Points in a Summer or Winter.

14. The term "MGT" shall mean Midwestern Gas Transmission Company.

15. The terms "MMBtu", "Dekatherm" or "DTH" shall mean one million
(1,000,000) BTUs.

16. The term "Nominated Daily Quantities" shall mean the quantity of Gas
nominated on a particular day for delivery to Buyer's Delivery Points,
including deliveries to storage for Buyer.

17. The term "Portfolio Services" shall mean all of the Services that may
be utilized to deliver Gas to Buyer, and which are identified on
Appendix C.

18. The term "Summer" shall mean the summer season months of April through
October, inclusive.

19. The term "TETCO" shall mean Texas Eastern Transmission Corporation.

20. The term "Texas Gas" shall mean Texas Gas Transmission Corporation.

21. The term "Transporter" shall mean the transporting pipeline(s)
interconnected with Buyer, including without limitation ANR, MGT,
TETCO or Texas Gas, as applicable to the transaction involved.

22. The term "Transporter's Tariff" shall mean the tariff provisions of
Transporter, as approved by the FERC, or any successor thereto, and
Buyer's or Seller's contractual arrangements with Transporter,
including changes to such tariff and arrangements made after this
Agreement is effective.

23. The term "Winter" shall mean the winter season months of November
through March, inclusive.

ARTICLE 1-GAS SALES

1.1. Seller represents and warrants that Seller can and shall stand ready
to provide on a firm basis for Buyer's purchase at Buyer's Delivery Points the
daily and seasonal quantities of Gas set forth herein. Seller's marketing
activities will not be conducted in a manner that compromises the provision of
reliable and firm service to Buyer.

1.2 During the term of this Agreement, unless Seller is unable to meet
Buyer's Gas requirements, Buyer agrees that Seller shall be its supplier of Gas.
However, Buyer shall have and maintain the right to produce, utilize, purchase
or sell any and all:

(a) Gas produced in Indiana which Buyer may be required to purchase
under Ind. Code Section 8-1-2-87.6 or any successor provision thereto of
the Indiana Code; or

(b) Propane.

1.3. The Maximum Daily Quantities, which Seller shall be obligated to
provide on a firm basis at Buyer's Delivery Points, are specified in Appendix B.

1.4. The Maximum Seasonal Quantities during Winter or Summer, which Seller
shall be obligated to provide on a firm basis at the Delivery Points, are
specified in Appendix B.

1.5. Under this Agreement, Seller may fulfill its obligation to provide Gas
to Buyer by using contracts entered into by and between Seller and third
parties, including suppliers, pipelines and other service providers. Seller
shall not be obligated to enter into commitments with suppliers, pipelines, or
other service providers, which extend beyond the term or scope of this
Agreement. If Seller, in order to serve Buyer, makes any commitments with
suppliers, pipelines, or other service providers that extend beyond the end of
the term of this Agreement, to the maximum extent permitted by law Buyer shall
indemnify Seller for all expenses and costs associated with the continued
service or cause the replacement Portfolio Administration Service provider to
indemnify Seller for such costs.

1.6. If FERC should determine that Transporter's Tariff shall cease to
apply, in whole or in part, to transactions hereunder, the Parties will promptly
meet to determine and negotiate mutually acceptable replacement guidelines and
standards. In that event, until an agreement is reached, the most recently
effective Transporter's Tariff shall continue to apply for all purposes under
this Agreement. Upon acceptance of the replacement guidelines and standards,
Buyer and Seller agree to apply the replacement guidelines and standards
retroactively to the cessation date of Transporter's Tariff. Any resolution
shall be implemented within thirty (30) days of the acceptance of the
replacement guidelines and standards.

1.7. As part of an agreed upon RFP process to be used to determine the
provider of gas supply services after March 31, 2007, Seller agrees that it
shall designate the pipeline transportation and storage contracts consistent
with the timing and process set forth in Article I of the Settlement. In the
event that the RFP is not conducted or the Seller is not the bidder selected as
a result of the RFP process, Seller shall assign the designated pipeline
transportation and storage contracts to the Buyer or the selected bidder, as
applicable.

1.8. To the maximum extent permitted by law, Buyer agrees Seller shall be
indemnified and discharged for all contracts held by Seller, which as part of
the process described in Section 1.7 are assigned either to Buyer or to a third
party who becomes the service provider to Buyer after March 31, 2007, and shall
no longer impose any obligations upon Seller once the assignment is made. As a
precondition to assignment, and as part of the RFP process, any such third party
or Buyer must indemnify Seller, and a discharge and release be provided from the
contract counterparty.

ARTICLE 2-GAS SALES CHARGES

2.1. For all Maximum Portfolio Entitlements, Buyer shall pay Seller each
Contract Month demand charges consistent with Section 2.5 of the Settlement, as
well as variable costs (including without limitation all volumetric charges,
GRI, fuel or other variable costs) incurred and associated with the services
listed in Appendix C.

2.2. Buyer shall pay Seller each Contract Month the applicable supplier
reservation costs specified in Appendix D.

2.3. For all commodity quantities, Buyer shall pay Seller each Contract
Month those amounts for Gas priced in accordance with Appendix B of the
Settlement ("GCIM agreement"), including volumes priced under the price
volatility mitigation provisions thereof. All such purchases shall be reported
on a monthly basis and shall include documentation necessary for review under
the GCIM agreement and in Buyer's gas cost adjustment proceedings under Indiana
Code Section 8-1-2.42(g),

2.4. Buyer will pay taxes, including Indiana gross receipts tax, which are
imposed on or incurred by Seller due to this Agreement or imposed on Buyer with
respect to Gas delivered hereunder; provided, however, Buyer shall have no
obligation to pay any sales or use taxes for which it delivers to Seller an
appropriate exemption certificate.

2.5. Seller shall auction unutilized pipeline entitlements on Buyer's
behalf consistent with the process set forth in Section 2.5 of the Settlement.
All revenues Seller receives on Buyer's behalf shall be reported in detail on a
monthly basis to Buyer and shall be remitted to Buyer net of reported expenses
incurred by Seller in implementation of the auction, After its receipt of such
revenue, Buyer will disburse its 15% share of such revenue to Seller.

ARTICLE 3-BALANCING

3.1. Seller shall provide Buyer with Balancing Quantities as part of its
gas sales and portfolio administration services. Seller and Buyer shall be
permitted reasonable balancing tolerances. Imbalances shall be made up in kind
as agreed to by the Parties.

ARTICLE 4-PORTFOLIO ADMINISTRATION SERVICES

4.1. Seller's provision of portfolio administration services shall include
without limitation Gas acquisition, scheduling receipt and delivery quantities
with Gas suppliers and pipeline transporters, scheduling pipeline storage
inventory quantities, providing delivered Gas supplies, supply planning
assistance, conducting the capacity auction, and periodic portfolio reporting.
Buyer shall retain complete unilateral control of its physical Gas delivery,
distribution, storage and transportation facilities.

4.2. The supply planning procedures set forth in Appendix F to the
Settlement will be followed by the Parties in preparing and implementing supply
plans.

4.3. Seller and Buyer shall review periodically Buyer's supply requirements
and determine the need for potential adjustments to MDQ, MSQ and to delivery
service requirements. All adjustments are subject to Seller and Buyer's prior
approval.

4.4. Buyer and Seller will review and discuss FERC regulatory filings that
could reasonably be expected to impact the supply services provided to Buyer.

4.5. In the event this Agreement is terminated for any reason, Buyer shall
meet with Seller within five (5) days of notice of termination to reach
agreement on the timely return of capacity rights to Buyer. During such a windup
period, Seller shall continue to provide Buyer with necessary supply services
and portfolio administration services to fully meet Buyer's MDQ and MSQ. During
the wind up period, the terms and effectiveness of this Agreement shall remain
in effect. The wind up period for purposes hereof, may extend up to eighteen
(18) months. Unless terminated pursuant to Commission order under IC 8-1-2.5-7,
the termination of this Agreement shall not relieve Buyer of its executory
obligations under Article V of the Settlement.

ARTICLE 5-TERM

5.1. Unless modified by 5.2 below, the term of this Agreement shall
commence on the first day of the month following issuance of a final order in
GCA50S1 and end on March 31, 2007. If for any reason a successor has not been
chosen to assume provision of supply services to Buyer after March 31, 2007,
Seller shall continue on a month-to-month basis until a successor is chosen as
contemplated under the Settlement.

5.2. Notwithstanding 5.1 above, this Agreement may be terminated prior to
March 31, 2007 by either Party in the event of the failure by either Party to
perform in any material respect any covenant or obligation set forth in this
Agreement, and such failure is not excused by force majeure or cured within
fifteen (15) business days after written notice thereof to the Party failing to
perform; provided, however, if such failure is incapable of being cured within
such fifteen (15) business day period and the Party failing to perform has
commenced and is diligently pursuing a cure, such period shall be extended for
such time as is reasonably necessary to cure such failure up to ninety (90)
days.

5.3. This Agreement is conditioned on the continued solvency of Buyer and
Seller. If one Party becomes insolvent or seeks bankruptcy relief, the other
Party may prospectively terminate this Agreement upon prior written notice
without further obligation other than to pay for services or Gas previously
provided. In such a circumstance, the Parties will implement wind-up provisions
designed to continue reliable provision of service and delivery of Gas.

ARTICLE 6-CHANGES TO APPENDICES

6.1. The Parties agree to make changes to Appendices attached to this
Agreement as necessary to reflect updates to the Agreement, Such changes shall
be consistent with the Agreement terms.

ARTICLE 7-OPERATIONS

7.1. Buyer and Seller agree to accept for purposes of this Agreement the
applicable quality, delivery pressure, measurement and other applicable rules,
procedures, guidelines, tariff provisions, contractual arrangements and policies
of suppliers or Transporters, as the same may change from time to time.

ARTICLE 8-FORCE MAJEURE

8.1. All obligations of the Parties to this Agreement shall be suspended
while and only for so long as compliance is prevented by a cause beyond the
control of the Party claiming force majeure, such as an Act of God, war, civil
disturbance, operational or performance failure or declaration of force majeure
by a supplier, leased storage field operator, Transporter, or other service
provider, operational flow order(s), federal or state or local law, or binding
order of a court or governmental agency, provided the suspension shall be only
to the extent performance was prevented by the event of force majeure. A Party
claiming force majeure hereunder shall have the duty to make all reasonable
efforts to remedy the force majeure condition as promptly as possible.

8.2. Notice of force majeure must be provided with reasonably full
particulars to the other Party at or near the time the Party becomes aware of
the force majeure. Notice shall be provided to the designated representatives
for Buyer or Seller designated in Appendix P.

ARTICLE 9-TRANSPORTATION PENALTIES

9.1. Seller shall be liable for all imbalance or other penalties,
cash-outs, or other costs imposed on Buyer or Seller by any third party,
including without limitation Seller's upstream or other transporters and
Transporters, to the extent that such penalties, cash-outs or other costs are
caused by Seller's actions or inaction. Buyer shall be liable for all imbalance
or other penalties, cash-outs, or other costs imposed on Buyer or Seller by any
third parties, including without limitation Seller's upstream or other
transporters and Transporters, to the extent that such penalties, cash-outs or
other costs are caused by Buyer's actions or inaction.

ARTICLE 10-BILLING AND PAYMENT

10.1. Following each Contract Month, Seller shall furnish, or have
furnished, an itemized statement to Buyer stating the amounts due Seller
pursuant to this Agreement (the "Statement"). Following the receipt of Seller's
Statement, Buyer shall make Payment by the due date. Invoice date, due date, and
payment method shall be as specified in Appendix G.

10.2. Interest shall accrue on all late payments commencing on the
applicable due date at the then current prime rate of Bank One of Indiana, or
its successor, or the maximum lawful rate, whichever is lower.

ARTICLE 11-REMEDIES

11.1. If Seller fails to deliver scheduled Gas and such failure to deliver
is not excused under Article 8 of this Agreement, then Seller shall reimburse
Buyer for the amount of increased cost to Buyer of acquiring replacement Gas, as
well as additional fees or penalties incurred as a result of such failure to
deliver. The amount owed by Seller to Buyer hereunder shall be calculated as the
product of (a) the difference, if positive, between the price paid for
replacement Gas including any additional penalties, transportation, fuel and
other variable costs incurred to receive such replacement Gas, and the then
applicable commodity charge, and (b) the difference between the scheduled Gas
and the quantity of Gas actually delivered by Seller. Buyer and Seller agree to
act in good faith with respect to purchases of such replacement Gas so as to
minimize Seller's obligations to Buyer under this Section.

11.2. If Buyer fails to receive scheduled Gas and such failure to receive
is not excused under Article 8 of this Agreement, then Buyer shall reimburse
Seller in an amount calculated as the product of (a) the difference, if
positive, between the then applicable commodity charge and the price received
from a third party purchaser, including any additional penalties,
transportation, fuel and other variable costs incurred to deliver Gas to a third
party purchaser, and (b) the difference between the scheduled Gas and the
quantity of Gas actually received by Buyer. Seller and Buyer agree to cooperate
in good faith so as to minimize Buyer's obligations to Seller under this
Section.

11.3. Should the Commission impose enforcement penalties on Buyer which
were caused by Seller's intentional non-compliance with the Settlement, Seller
shall indemnify and hold harmless Buyer for such penalties, and any costs, fees,
or expenses associated with defending such action.

ARTICLE 12-CORRESPONDENCE

12.1. Except as provided in Section 8.2, any notice, statement or bill
shall be in writing and shall be duly delivered when (a) mailed, postage
prepaid, by registered, certified, or first-class mail, or (b) sent by prepaid
overnight delivery to the applicable address, or (c) sent by hand delivery, or
(d) sent by facsimile directed to the appropriate person and facsimile number
with hard copy also delivered as in (a), (b), or (c) above. Addresses, telephone
numbers, and facsimile numbers are specified in Appendix F.

ARTICLE 13-MISCELLANEOUS

13.1. This Agreement is subject to all applicable laws, orders, rules, and
regulations of any state or federal governmental body or official having
jurisdiction and both Seller and Buyer agree that the transactions agreed to
hereunder shall be conditioned upon compliance with all such laws, orders, rules
and regulations.

13.2. Seller and Buyer expressly agree that laws of the State of Indiana
shall govern the validity, construction, interpretation, and effect of this
Agreement.

13.3. Either Party may pledge, mortgage, or assign its rights hereunder as
security for indebtedness. This Agreement is otherwise non-assignable except
with the prior written consent of Buyer and Seller.

13.4. Notwithstanding any other provisions herein, the Parties hereto waive
any and all rights, claims, or causes of action arising under this Agreement for
incidental, consequential or punitive damages. Buyer shall have the right to
enforce any and all terms of this Agreement against Seller. To the extent
performance of this Agreement by either Party conflicts with the Settlement, the
Parties will take corrective action in order to ensure that performance is in
accordance with the Settlement. The Parties acknowledge that a failure to take
timely and appropriate corrective action may subject Buyer to compliance
measures by third parties pursuant to Article VII of the Settlement.

13.5. The Parties acknowledge that their respective business records and
information are confidential in nature and may contain proprietary and trade
secret information. Notwithstanding the foregoing, Seller agrees to provide
Buyer access to those records required to verify Seller's statements to Buyer.
To the extent access to information is necessary consistent with the Settlement,
appropriate protection of proprietary and trade secret information will be
afforded.

13.6. No waiver by either Party of one or more defaults or breaches by the
other in performance of any of the terms or provisions of this Agreement shall
operate or be construed as a waiver of any future default or breach, whether of
a like or of a different character.

13.7. The terms and conditions contained in this Agreement and its
Appendices herein constitute the full and complete agreement between the Parties
and any change to be made must be submitted in writing and executed by both
Parties, The Parties acknowledge that this Agreement is effective and must be
carried out and enforced in a manner consistent with the Settlement.

13.8. Each Party represents that it has all necessary power and authority
to enter into and perform its obligations under this Agreement and that this
Agreement constitutes a legal, valid and binding obligation of that Party
enforceable against it in accordance with its terms, except as such
enforceability may be affected by any bankruptcy law or the application of
principles of equity.

13.9. In the event any of the terms, covenants or conditions of this
Agreement, or any amendment hereto, or the application of any such terms,
covenants or conditions shall be held invalid as to any Party or circumstance by
any court having jurisdiction, all other terms, covenants, or conditions of this
Agreement, or any amendment hereto, and their application, shall not be affected
thereby and shall remain in full force and effect.

13.10. If any provision of this Agreement is declared or rendered unlawful
by a court of law or regulatory authority with jurisdiction over either of the
parties or deemed unlawful because of a statutory or other change in the law, or
if either Party suffers a substantial economic detriment due either to a
determination relating to this Agreement by such an authority, or as a result of
fundamental changes in the marketplace or other substantial changes in existing
circumstances, the Parties will promptly meet to determine and negotiate a
mutually acceptable agreement on such replacement provisions necessary to
maintain the benefits and obligations that arise under this Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in
duplicate originals.

"SELLER"
PROLIANCE ENERGY, LLC

By: /s/ John R. Talley
--------------------------------------
John R. Talley,
President

"BUYER"
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY, INC.

By: /s/ William S. Doty
--------------------------------------
Its: Senior Vice President

Gas Sales And Portfolio Administration Agreement

APPENDICES INDEX

Appendices will be submitted to the Commission as a compliance filing following
entry of an Order in Consolidated Cause Nos. 37394GCA50S1, 37399GCA50S1, and
42233.

Title Appendix Description
- -------------------------------------------------- --------------- ---------------------------------------------------

Buyer's Primary Delivery Points A Lists Primary Delivery Points on appropriate
pipelines
- -------------------------------------------------- --------------- ---------------------------------------------------
Buyer's Maximum Quantities B Sets forth in Dth, by month and season, Buyer's
Maximum Daily Quantities
- -------------------------------------------------- --------------- ---------------------------------------------------
Delivery Rights Information C Lists current Transportation Contracts and
applicable demand costs
- -------------------------------------------------- --------------- ---------------------------------------------------
Supplier Reservation Costs D Lists Monthly and Seasonal Supplier Reservation
Costs
- -------------------------------------------------- --------------- ---------------------------------------------------
Commodity Purchases-Gas Cost E Incorporates the GCIM that is part of the
Incentive Mechanism Settlement Agreement
- -------------------------------------------------- --------------- ---------------------------------------------------
Notices F Contact information for purposes of notice to
Seller and Buyer
- -------------------------------------------------- --------------- ---------------------------------------------------
Invoice/Payment Data G Sets invoice date and payment terms
- -------------------------------------------------- --------------- ---------------------------------------------------
"Reserved" H Reserved for future
- -------------------------------------------------- --------------- ---------------------------------------------------
"Reserved" I Reserved for future
- -------------------------------------------------- --------------- ---------------------------------------------------
Portfolio Services J Specifics on portfolio services
- -------------------------------------------------- --------------- ---------------------------------------------------

Gas Sales And Portfolio Administration Agreement

APPENDICES INDEX

Buyer's Primary Delivery Points A
Buyer's Maximum Quantities B
Delivery Rights Information C
Supplier Reservation Costs D
Commodity Purchases-Gas Cost E
Incentive Mechanism
Notices F
Invoice/Payment Data G
"Reserved" H
"Reserved" I
Portfolio Services J-K

SIGECO-Appendix A
Gas Sales And Portfolio Administration Agreement Original Page No. 1
September 1, 2002

APPENDIX A - Buyer's Primary Delivery Points

Texas Gas Transmission Corporation:
Meter No. Meter Station Name:

1810 SIGECO Shipper Deduct (includes all of the following)
1811 Elberfeld
1812 Boonville Road
1813 Long Road
1814 Levee (Evansville)
1815 Haubstadt
1816 Rural - SIGECO
1820 Snake Run
1735 Wagner
1401 Bicknell
1402 Edwardsport
1403 Francisco
1404 Freelandville
1405 Monroe City
1407 Oaktown
1408 Petersburg
1410 Washington Road
1414 Rural - Hoosier Gas

Midwestern Gas Transmission:
Meter No.: Meter Station Name:
02-7071 Chrisney
02-7100 Ohio Valley Hub

ANR Gas Pipeline:
Meter No.: Meter Station Name:
032410100 South Chrisney (SIGECO)

SIGECO-Appendix A
Gas Sales And Portfolio Administration Agreement Original Page No. 2
September 1, 2002

Texas Eastern Gas Transmission:
Meter No.: Meter Station Name:
70539 Ft. Branch, IN
72648 Southern Indiana Posey Co., Inc.

Ohio Valley Hub, LLC:
Meter Station Name:
Monroe City Storage Field
9401 Texas Gas - Ohio Valley Hub Interconnect

Amendment

Seller and Buyer agree that this Appendix A may be amended as provided in
this Agreement, which amendment ultimately will be memorialized in a revised
Appendix A.

PROLIANCE ENERGY, LLC SOUTHERN INDIANA GAS AND
ELECTRIC COMPANY

By: /s/ Terrence F. Peak By: /s/ William S. Doty
--------------------------------- --------------------------------
Terrence F. Peak William S. Doty
--------------------------------- --------------------------------
Its: Executive Vice President Its: Senior Vice President
--------------------------------- --------------------------------

SIGECO-Appendix B
Gas Sales And Portfolio Administration Agreement Original Page No. 1
September 1, 2002

APPENDIX B - Buyer's Maximum Quantities

Maximum Quantities SIGECO (in Dth)
- ----------------------------------
Month Daily
- ----- -----
November 66,800
December 106,800
January 106,800
February 106,800
March 66,800
April 62,416
May 49,982
June 49,982
July 49,982
August 49,982
September 49,982
October 66,248

Maximum Seasonal Quantities (in Mcf)
Month SIGECO
- ----- ------
Summer 4,663,352
Winter 13,978,115

SIGECO-Appendix B
Gas Sales And Portfolio Administration Agreement Original Page No. 2
September 1, 2002

Amendment

Seller and Buyer agree that this Appendix B may be amended as provided in
this Agreement, which amendment ultimately will be memorialized in a revised
Appendix B.

PROLIANCE ENERGY, LLC SOUTHERN INDIANA GAS AND
ELECTRIC COMPANY

SIGECO-Appendix C
Gas Sales And Portfolio Administration Agreement Original Page No. 1
September 1, 2002

APPENDIX C - Portfolio Information

I. Current Contracts and Contract Rates

The applicable demand costs shall be determined based upon the rates and
charges specified in each Transporter's Tariff, including any applicable direct
bills, surcharges, or as other costs specified by the sheets identified below,
or other applicable sheets, as all of those sheets may be in effect from time to
time, and costs arising under applicable agreements, for the applicable term of
these agreements, including the agreements identified below, as well as this
Agreement. While Seller and Buyer agree that the identified tariff sheets and
agreements are intended to be a complete listing of the applicable tariff sheets
and applicable agreements, they further agree that the omission of the reference
of one or more sheets or agreements from that list will not affect Buyer's
obligation to Seller for rates, charges and costs incurred hereunder. Seller
shall provide to Buyer all Transporter refunds for the applicable terms that are
received by Seller relative to the pipeline tariff sheets listed below.
Attachment C shall be revised consistent with Section 2.5 of the Settlement at
the appropriate time to reflect the adjusted demand rates.

Contract No. Contract Rate
------------ -------------
800065 Sheet No. 35
99714 Sheet No. 6
WDS 1 Appendix J.1
ADS 1 Appendix K.I
ADS 2 Appendix K.2
ADS 3 Appendix K.3
ADS 4 Appendix K.4
ADS 5 Appendix K.5
ADS 6 Appendix K.6

Amendment

Seller and Buyer agree that this Appendix C may be amended from time to
time by mutual agreement of the Parties, which ultimately will be memorialized
in a revised Appendix C.

PROLIANCE ENERGY, LLC SOUTHERN INDIANA GAS AND
ELECTRIC COMPANY

SIGECO-Appendix D
Gas Sales And Portfolio Administration Agreement Original Page No. 1
September 1, 2002

APPENDIX D - Supplier Reservation Costs

Supplier Reservation Costs
November 1,2001 through October 31, 2002

I. Reserved Commodity Quantities

a. Monthly Baseload Reserved Quantity (Dth/Day)

Into
Into TGT MGT/OVH/TGT Into MGT to
-------- ----------- -----------
Month Gulf Coast Backhaul SIGECO
----- ---------- -------- ------

November, 2001 9,231 16,202 10,000
December, 2001 9,231 16,202 10,000
January, 2002 9,231 16,202 10,000
February, 2002 9,231 16,014 10,000
March, 2002 9,231 10,588 10,000
April, 2002 5,128 5,063 10,000
May, 2002 11,917 5,063 10,000
June, 2002 12,144 5,063 10,000
July, 2002 5,128 17,476 10,000
August, 2002 5,128 5,063 10,000
September, 2002 5,128 5,063 10,000
October, 2002 8,523 5,063 10,000

Buyer and Seller agree that some portion of the quantities identified as Monthly
Baseload Reserved Quantities may be provided at fixed, collared, or hedged
prices mutually agreed upon pursuant to the GCIM.

SIGECO-Appendix D
Gas Sales And Portfolio Administration Agreement Original Page No. 2
September 1, 2002

b. Daily Swing Reserved Quantity (Dth/Day)

Into
Into TGT MGT/OVH/TGT Into MGT to
-------- ----------- -----------
Month Gulf Coast Backhaul SIGECO
----- ---------- -------- ------

November, 2001 1,026 9,433 0
December, 2001 0 12,317 0
January, 2002 723 9,089 0
February, 2002 0 0 0
March, 2002 0 0 0
April, 2002 1,709 2,302 0
May, 2002 1,654 9,953 0
June, 2002 1,709 9,228 0
July, 2002 3,309 17,692 0
August, 2002 1,654 11,629 0
September, 2002 1,709 13,557 0
October, 2002 3,309 13,347 0

Buyer and Seller agree that some portion of the quantities identified as Daily
Swing Reserved Quantities may be provided at fixed, collared, or hedged prices
mutually agreed upon pursuant to the GCIM.

II. Applicable Reservation Rates ($/Dth/Day)

System Winter Months (Nov.-Mar.) Summery Months (Apr.-Oct.)
Monthly Daily Monthly Daily
Index Index Index Index
Reserved Reserved Reserved Reserved
Quantity Quantity Quantity Quantity

SIGECO-Appendix D
Gas Sales And Portfolio Administration Agreement Original Page No. 3
September 1, 2002

Amendment

Seller and Buyer agree that this Appendix D may be amended from time to
time by mutual agreement of the Parties, which ultimately will be memorialized
in a revised Appendix D.

PROLIANCE ENERGY, LLC SOUTHERN INDIANA GAS AND
ELECTRIC COMPANY

SIGECO-Appendix E
Gas Sales And Portfolio Administration Agreement Original Page No. 1
September 1, 2002

APPENDIX E - Commodity Purchases - Gas Cost Incentive Mechanism

The commodity purchased by Buyer shall be provided in accordance with the
Commission approved Gas Cost Incentive Mechanism described in Appendix E of the
Settlement. All record keeping and reporting shall be performed in a manner
consistent with the terms of the GCIM, Seller agrees and acknowledges the
reasonableness of the Gas purchases made shall be subject to review to ensure
such purchases were made in a manner consistent with the terms of the GCIM.

For Summer Storage Refill:

For summer refill of leased storage, Buyer shall pay to Seller an amount
based on averaging the seven summer monthly indices for the applicable supply
area, and based upon presuming storage refill quantities to be equally split
between the summer months. For summer refill of company storage, the parties
will agree on the extent to which an index average method will be used, after
consideration of the operational scheduling needs of company storage. In
addition, all other applicable variable costs as identified below shall apply.

For Storage Withdrawals:

For quantities of storage withdrawals for which Buyer has previously paid
for commodity, applicable storage withdrawal variable costs as identified below
shall apply.

For Applicable Indices

Contract No. Contract Rate Index
800065 Sheet No. 35 TETCO - (ELA, WLA, ETX, STX)
99714 Sheet No. 36 ANR - Louisiana
ADS 1 Appendix K.1 Texas Gas - Zone SL
ADS 2 Appendix K.2 Texas Gas - Zone SL
ADS 3 Appendix K.3 Chicago-LDCs, large e-us

SIGECO-Appendix E
Gas Sales And Portfolio Administration Agreement Original Page No. 2
September 1, 2002

The other variable costs applicable to Nominated Daily Quantities and
Balancing Quantities shall be determined based upon the rates and charges
applicable under each transporter's tariff, including the sheets identified
below, as well as other applicable sheets, as all of those sheets may be in
effect from time to time, and costs arising under applicable agreements,
including the agreements identified below, as well as this Agreement.

SIGECO
ANR Texas Eastern
Contract No. Contract Rate Contract No. Contract Rate
- ------------ ------------- ------------ -------------

99714 Sheet No. 6 800065 Sheet No. 36
Sheet No. 126
Sheet No. 127
Sheet No. 128
Sheet No. 129
Texas Gas Z-3 Midwestern
Contract No. Contract Rate Contract No. Contract Rate
- ------------ ------------- ------------ -------------
WDS 1 Appendix J.1 ADS 3 Appendix K.3
ADS 1 Appendix K.1
ADS 2 Appendix K.2 Ohio Valley Hub
ADS 5 Appendix K.5 Contract No. Contract Rate
------------ -------------
ADS 6 Appendix K.6 ADS 4 Appendix K.4

SIGECO-Appendix E
Gas Sales And Portfolio Administration Agreement Original Page No. 3
September 1, 2002

While Seller and Buyer agree that the identified tariff sheets and
agreements are intended to be a complete listing of the applicable tariff sheets
and applicable agreements, they further agree that the omission of the reference
of one or more sheets or agreements from that list will not affect Buyer's
obligation to Seller for rates, charges and costs incurred thereunder.

Amendment

Seller and Buyer agree that this Appendix E may be amended from time to
time by mutual agreement of the Parties, which ultimately will be memorialized
in a revised Appendix E.

PROLIANCE ENERGY, LLC SOUTHERN INDIANA GAS AND
ELECTRIC COMPANY

SIGECO-Appendix F
Gas Sales And Portfolio Administration Agreement Original Page No. 1
September 1, 2002

APPENDIX F - Notices

Invoice Information:
Buyer: Seller:
- ----- ------
Southern Indiana Gas and Electric Company D. Short
Gas Supply Department ProLiance Energy, LLC
Attn.: Stephanie Willis 111 Monument Circle
20 NW Fourth Street Suite 2200
Evansville, IN 47708 Indianapolis, IN 46204-5178
(812) 491-4732 (317) 231-6808

Payments:
- --------

Buyer: Seller:
- ----- ------
National City Bank LaSalle Bank N.A.
For the Account of: For the Account of:
Southern Indiana Gas and Electric Company ProLiance Energy, LLC
ABA #071000505
ACCT #5800281411
Supply Plans/Operational/Force Majeure:

Buyer: Seller:
- ----- ------

Supply Plans Supply Plans
- ------------ ------------
Stephanie Willis Chris Kershner
(812) 491-4732 (317) 231-6952

Operational Operational
- ----------- -----------
Randy Gary Stephen Miner
(812) 491-4730 (317) 231-66828

Force Majeure Force Majeure
- ------------- -------------
Randy Gary (812) 491-4730 Chris Kershner -(317) 231-6952
Frank Lindsey (812) 491-4670 Stephen Miner -(317) 231-6828
Gas Controller on Duty (812) 491-4530 Terry Peak -(317) 231-6804
Southern Indiana Gas and Electric Company ProLiance Energy, LLC
20 NW Fourth Street 111 Monument Circle
Evansville, In. 47708 Suite 2200
(812) 491-4687 (Telecopy) Indianapolis, Indiana 46204-5178
(317) 231-6901 (Telecopy)

All Other Notices:

Buyer: Seller:
- ----- ------
Gas Control Department ProLiance Energy , LLC
Attn.: Randy Gary Attn: John R. Talley
20 NW Fourth Street 111 Monument Circle
Evansville, In. 47708 Suite 2200
Indianapolis, Indiana 46204-5178

SIGECO-Appendix F
Gas Sales And Portfolio Administration Agreement Original Page No. 2
September 1, 2002
APPENDIX F - Notices
(continued)

Amendment

Seller and Buyer agree that this Appendix G may be amended from time to
time as provided in this Agreement, which amendment ultimately will be
memorialized in a revised Appendix G.

PROLIANCE ENERGY, LLC SOUTHERN INDIANA GAS AND
ELECTRIC COMPANY

SIGECO-Appendix G
Gas Sales And Portfolio Administration Agreement Original Page No. 1
September 1, 2002

APPENDIX G - Invoice/Payment Data

Invoice Date - On or before the tenth (10th) day after the Contract Month.

Due Date - Ten (10) days after receipt of invoice.

Payment Method - By wire transfer to account specified on invoice

Amendment

Seller and Buyer agree that this Appendix G may be amended from time to
time by mutual agreement of the Parties, which amendment ultimately will be
memorialized in a revised Appendix G.

PROLIANCE ENERGY, LLC SOUTHERN INDIANA GAS AND
ELECTRIC COMPANY

SIGECO-Appendix J.1
Gas Sales And Portfolio Administration Agreement Original Page No. 1
September 1, 2002

APPENDIX J.1 - Winter Delivery Service 1

Winter Delivery Service 1 TGT ("WDS 1")

1. Starting September 1, 2002, consistent with Buyer's supply plans,
Seller shall provide Buyer with WDS 1 with the following delivered
service entitlements:

Max Nominated Monthly
Contract Months Daily Qty. Demand $
November 0 Dth/day
December 40,000 Dth/day $136,400.00
January 40,000 Dth/day $136,400.00
February 40,000 Dth/day $123,200.00
Leap Year $127,600.00
March 0 Dth/day
April - October 0 Dth/day

2. Unless otherwise agreed upon, Seller shall provide entitlements from
the TGT/Ohio Valley Hub Meter to Buyer's Texas Gas city gate.

3. Buyer shall pay Seller as follows:

a. For Nominated Commodity as follows:
Purchase quantities will be determined jointly by the parties and
priced pursuant to Appendix E.

b. For WDS 1 Variable Costs:
Applicable pipeline costs if any as agreed to by both parties.

c. For WDS 1 Demand Cost:
As shown in paragraph 1 and other applicable costs, if any as
billed.

d. For WDS 1 Fuel:
Fuels under the effective Texas Gas SFT rate schedule.

4. WDS 1 service expires March 31, 2003.

5. Sellers provisions of WDS 1 shall be subject to the provisions of
service reflected in Texas Gas FT tariffs, as well as other Texas Gas
tariffs as may be applicable to the provision of those services.

SIGECO-Appendix J.1
Gas Sales And Portfolio Administration Agreement Original Page No. 2
September 1, 2002

Amendment

Seller and Buyer agree that this Appendix J.1 may be amended from time to
time by mutual agreement of the Parties which amendment ultimately will be
memorialized in a revised Appendix J.1.

PROLIANCE ENERGY, LLC SOUTHERN INDIANA GAS AND
ELECTRIC COMPANY

SIGECO-Appendix K.1
Gas Sales And Portfolio Administration Agreement Original Page No. 1
September 1, 2002

APPENDIX K.1 - Annual Delivery Service 1

Annual Delivery Service ("ADS 1")

1. Starting September 1, 2002, consistent with Buyer's supply plans,
Seller shall provide Buyer with ADS 1 with the following delivered
service entitlements:

Max Nominated Max Unnominated Monthly
Contract Months Daily Qty. Daily Qty Total MDQ Demand $
- --------------- ---------- --------- --------- --------

November 9,334 Dth/day 19,166 Dth/day 28,500 Dth/day $324,387.00
December 9,334 Dth/day 19,166 Dth/day 28,500 Dth/day $335,199.90
January 9,334 Dth/day 19,166 Dth/day 28,500 Dth/day $335,199.90
February 9,334 Dth/day 19,166 Dth/day 28,500 Dth/day $302,781.20
Leap Year $313,574.10
March 9,334 Dth/day 19,166 Dth/day 28,500 Dth/day $335,199.90
April 11,682 Dth/day 12,433 Dth/day 24,115 Dth/day $274,932.21
May 11,682 Dth/day 11,682 Dth/day $137,396.67
June 11,682 Dth/day 11,682 Dth/day $132,964.52
July 11,682 Dth/day 11,682 Dth/day $137,396.67
August 11,682 Dth/day 11,682 Dth/day $137,396.67
September 11,682 Dth/day 11,682 Dth/day $132,964.52
October 11,682 Dth/day 16,266 Dth/day 27,943 Dth/day $328,707.61

Nov. - Mar. Apr. - Oct.
Maximum Seasonal Qty 1,909,405 2,000,044
- --------------------

Unnominated Winter Seasonal Qty 499,971
- -------------------------------

SIGECO-Appendix K.1
Gas Sales And Portfolio Administration Agreement Original Page No. 2
September 1, 2002

2. Unless otherwise agreed upon, Seller shall provide entitlements to
Buyer's TGT City gate.

3. Buyer shall pay Seller as follows:

a. For Unnominated Quantities:
Summer purchase quantities will be determined jointly by the
parties prior to April 1 of each year to replace quantities
delivered during the prior winter season. During each summer
month, Buyer shall pay Seller one seventh of the summer purchase
quantity times the Texas Gas Monthly Index price.

b. For Nominated Commodity as follows:
Purchase quantities will be determined jointly by the parties and
priced pursuant to Appendix E.

c. For ADS 1 Variable Costs:
Variable cost rates under the effective Texas Gas NNS rate
schedule and other applicable costs, if any as billed.

d. For ADS 1 Demand Costs:
As shown in paragraph 1 and other applicable costs, if any as
billed.

e. For ADS 1 Fuel:
Fuels under the effective Texas Gas NNS rate schedule.

4. This ADS 1 service expires October 31, 2003.

5. Sellers provisions of ADS 1 shall be subject to the provisions of
service reflected in Texas Gas NNS tariffs, as well as other Texas Gas
FERC tariffs as may be applicable to the provision of those services.

Amendment

Seller and Buyer agree that this Appendix K.1 may be amended from time to
time by mutual agreement of the Parties which amendment ultimately will be
memorialized in a revised Appendix K.1.

PROLIANCE ENERGY, LLC SOUTHERN INDIANA GAS AND
ELECTRIC COMPANY

SIGECO-Appendix K.2
Gas Sales And Portfolio Administration Agreement Original Page No. 1
September 1, 2002

APPENDIX K.2 - Annual Delivery Service 2

Annual Delivery Service 2 TGT ("ADS 2")

1. Starting September 1, 2002, consistent with Buyer's supply plans,
Seller shall provide Buyer with ADS 2 with the following delivered
service entitlements:

Max Nominated Monthly
Contract Months Daily Qty. Demand $
- --------------- ---------- --------
November 28,300 Dth/day $227,447.10
December 28,300 Dth/day $291,076.67
January 28,300 Dth/day $291,076.67
February 28,300 Dth/day $269,097.96
Leap Year $729,297.53
March 28,300 Dth/day $235,028.67
April 28,300 Dth/day $227,447.10
May 28,300 Dth/day $235,028.67
June 28,300 Dth/day $227,447.10
July 28,300 Dth/day $235,028.67
August 28,300 Dth/day $235,028.67
September 28,300 Dth/day $227,447.10
October 28,300 Dth/day $235,028.67

Nov. - Mar. Apr. - Oct.
Maximum Seasonal Qty 4,301,600 6,056,200
- --------------------

SIGECO-Appendix K.2
Gas Sales And Portfolio Administration Agreement Original Page No. 2
September 1, 2002

2. Unless otherwise agreed upon, Seller shall provide entitlements to
Buyer's TGT City gate.

3. Buyer shall pay Seller as follows:

a. For Nominated Commodity as follows:
Purchase quantities will be determined jointly by the parties and
priced pursuant to Appendix E.

b. For ADS 2 Variable Costs:
The variable costs per the effective rates under Texas Gas FT
rate schedule and other applicable costs, if any as billed.

c. For ADS 2 Demand Costs:
As shown in paragraph 1 and other applicable costs, if any as
billed.

d. For ADS 2 Fuel:
Fuels under the effective Texas Gas FT rate schedule.

4. This ADS 2 service expires October 31, 2003.

5. Sellers provisions of ADS 2 shall be subject to the provisions of
service reflected in Texas Gas FT tariffs, as well as other Texas Gas
FERC tariffs as may be applicable to the provision of those services.

Amendment

Seller and Buyer agree that this Appendix K.2 may be amended from time to
time by mutual agreement of the Parties which amendment ultimately will be
memorialized in a revised Appendix K.2.

PROLIANCE ENERGY, LLC SOUTHERN INDIANA GAS AND
ELECTRIC COMPANY

SIGECO-Appendix K.3
Gas Sales And Portfolio Administration Agreement Original Page No. 1
September 1, 2002

APPENDIX K.3 - Annual Delivery Service 3

Annual Delivery Service 3 TGT ("ADS 3")

1. Starting September 1, 2002, consistent with Buyer's supply plans,
Seller shall provide Buyer with ADS 2 with the following delivered
service entitlements:

Max Nominated Monthly
Contract Months Daily Qty. Demand $
- --------------- ---------- --------
November 50,000 Dth/day $106,047.00
December 50,000 Dth/day $106,047.00
January 50,000 Dth/day $106,047.00
February 50,000 Dth/day $106,047.00
March 50,000 Dth/day $106,047.00
April 50,000 Dth/day $106,047.00
May 50,000 Dth/day $106,047.00
June 50,000 Dth/day $106,047.00
July 50,000 Dth/day $106,047.00
August 50,000 Dth/day $106,047.00
September 50,000 Dth/day $106,047.00
October 50,000 Dth/day $106,047.00

2. Unless otherwise agreed upon, Seller shall provide entitlements to
Buyer's system.

3. Buyer shall pay Seller as follows:

a. For Nominated Commodity as follows:
Purchase quantities will be determined jointly by the parties and
priced pursuant to Appendix E.

SIGECO-Appendix K.3
Gas Sales And Portfolio Administration Agreement Original Page No. 2
September 1, 2002

b. For ADS 3 Variable Costs:
Variable Cost Rates under the effective Midwestern FT rate
schedule and other applicable costs, if any as billed.

c. For ADS 3 Demand Costs:
As shown in paragraph 1 and other applicable costs, if any as
billed.

d. For ADS 3 Fuel:
Fuels under the effective Midwestern FT rate schedule.

4. Term: 10,000 Dth/day of Nominated Daily Quantity expires October 31, 2003.
40,000 Dth/day of Nominated Daily Quantity expires October 31, 2006.

5. Sellers provisions of ADS 3 shall be subject to the provisions of service
reflected in Midwestern FT tariffs, as well as other Midwestern FERC
tariffs as may be applicable to the provision of those services.

Amendment

Seller and Buyer agree that this Appendix K.3 may be amended from time to
time by mutual agreement of the Parties which amendment ultimately will be
memorialized in a revised Appendix K.3.

PROLIANCE ENERGY, LLC SOUTHERN INDIANA GAS AND
ELECTRIC COMPANY

SIGECO-Appendix K.4
Gas Sales And Portfolio Administration Agreement Original Page No. 1
September 1, 2002

APPENDIX K.4 - Annual Delivery Service 4

Winter Delivery Service 4 TGT ("ADS 4")

1. Starting September 1, 2002, consistent with Buyer's supply plans,
Seller shall provide Buyer with ADS 4 with the following delivered
service entitlements:

Max Nominated Monthly
Contract Months Daily Qty. Demand $
- --------------- ---------- --------
November 40,000 Dth/day $96,000.00
December 40,000 Dth/day $99,200.00
January 40,000 Dth/day $99,200.00
February 40,000 Dth/day $89,600.00
Leap Year $92,800.00
March 40,000 Dth/day $99,200.00
April 40,000 Dth/day $96,000.00
May 40,000 Dth/day $99,200.00
June 40,000 Dth/day $96,000.00
July 40,000 Dth/day $99,200.00
August 40,000 Dth/day $99,200.00
September 40,000 Dth/day $96,000.00
October 40,000 Dth/day $99,200.00

2. Unless otherwise agreed upon, Seller shall provide entitlements to
Buyer's City gate.

3. Buyer shall pay Seller as follows:

a. For Nominated Commodity as follows:
Purchase quantities will be determined jointly by the parties and
priced pursuant to Appendix E.

b. For ADS 4 Variable Costs:
Variable Cost Rate of $.031/Dth and other applicable costs, if
any as billed.
c. For ADS 4 Demand Costs:
As shown in paragraph 1 and other applicable costs, if any as
billed

SIGECO-Appendix K.4
Gas Sales And Portfolio Administration Agreement Original Page No. 2
September 1, 2002

4. ADS 4 service expires October 31, 2009.

5. Sellers provisions of ADS 4 shall be subject to the provisions of
service reflected in Ohio Valley Hub FT tariffs, as well as other Ohio
Valley Hub tariffs as may be applicable to the provision of those
services.

Amendment

Seller and Buyer agree that this Appendix K.4 may be amended from time to
time by mutual agreement of the Parties which amendment ultimately will be
memorialized in a revised Appendix K.4.

PROLIANCE ENERGY, LLC SOUTHERN INDIANA GAS AND
ELECTRIC COMPANY

SIGECO-Appendix K.5
Gas Sales And Portfolio Administration Agreement Original Page No. 1
September 1, 2002

APPENDIX K.5 - Annual Delivery Service 5

Annual Delivery Service 5 TGT ("ADS 5")

1. Starting September 1, 2002, consistent with Buyer's supply plans,
Seller shall provide Buyer with ADS 5 with the following delivered
service entitlements:

Max Nominated
Contract Months Daily Qty.
- --------------- ----------
November 40,000 Dth/day
December 0 Dth/day
January 0 Dth/day
February 0 Dth/day
March 40,000 Dth/day
April 20,000 Dth/day
May 20,000 Dth/day
June 20,000 Dth/day
July 20,000 Dth/day
August 20,000 Dth/day
September 20,000 Dth/day
October 20,000 Dth/day

2. Unless otherwise agreed upon, Seller shall provide entitlements from
the TGT/Ohio Valley Hub Meter to Buyer's Texas Gas city gate.

3. Buyer shall pay Seller as follows:

a. For Nominated Commodity as follows:
Purchase quantities will be determined jointly by the parties and
priced pursuant to Appendix E.

b. For ADS 5 Variable Costs:
Variable Cost Rate of $.2941/Dth and other applicable costs, if
any as billed.

c. For ADS 5 Fuel:
Fuels under the effective Texas Gas IT rate schedule.

SIGECO-Appendix K.5
Gas Sales And Portfolio Administration Agreement Original Page No. 2
September 1, 2002

4. ADS 5 service expires October 31, 2009.

5. Sellers provisions of ADS 5 shall be subject to the provisions of
service reflected in Texas Gas IT tariffs, as well as other Texas Gas
tariffs as may be applicable to the provision of those services.

Amendment

Seller and Buyer agree that this Appendix K.5 may be amended from time to
time by mutual agreement of the Parties which amendment ultimately will be
memorialized in a revised Appendix K.5.

PROLIANCE ENERGY, LLC SOUTHERN INDIANA GAS AND
ELECTRIC COMPANY

SIGECO-Appendix K.6
Gas Sales And Portfolio Administration Agreement Original Page No. 1
September 1, 2002

APPENDIX K.6 - Annual Delivery Service 6

Winter Delivery Service 6 TGT ("ADS 6")

1. ADS 6 shall ADS 6 shall incorporate the Interruptible features,
cyclability, annual storage deliverability, and other service
provisions ("Service Provisions") reflected in Texas Gas FERC Tariffs
for ISS.

2. Seller shall provide Buyer with ADS 6 with the following delivered
service entitlements:

Max Nominated Monthly
Contract Months Daily Qty. Demand $
- --------------- ---------- --------
November 50,000 Dth/day 1,000,000 Dth during any
winter period
December 50,000 Dth/day
January 50,000 Dth/day
February 50,000 Dth/day
March 50,000 Dth/day
April - October* 50,000 Dth/day

2. Unless otherwise agreed upon, Seller shall provide entitlements to
Buyer's City gate.

3. Buyer shall pay Seller as follows:

a. For Nominated Commodity as follows:
Purchase quantities will be determined jointly by the parties and
priced pursuant to Appendix E.

b. For ADS 6 Variable Costs:
Variable Cost Rates under the effective Texas Gas ISS rate
schedule.

c. For ADS 6 Demand Costs:
Demand Cost Rates under the effective Texas Gas ISS rate
schedule.

d. For ADS 6 Fuel:
Fuels under the effective Texas Gas 155 rate schedule.

SIGECO-Appendix K.6
Gas Sales And Portfolio Administration Agreement Original Page No. 2
September 1, 2002

1. ADS 6 service expires October 31, 2009.

5. Sellers provisions of ADS 6 shall be subject to the provisions of
service reflected in Texas Gas ISS tariffs, as well as other Texas Gas
ISS tariffs as may be applicable to the provision of those services.

Amendment

Seller and Buyer agree that this Appendix K.6 may be amended from time to
time by mutual agreement of the Parties which amendment ultimately will be
memorialized in a revised Appendix K.6.

PROLIANCE ENERGY, LLC SOUTHERN INDIANA GAS AND
ELECTRIC COMPANY