Peoples Energy Corp Sample Contracts

Peoples Energy Corp – AMENDMENTS TO THE ARTICLES OF INCORPORATION OF PEOPLES ENERGY CORPORATION (February 27th, 2007)
Peoples Energy Corp – BY-LAWS OF PEOPLES ENERGY CORPORATION (Substantially changed and re-written; provided in its entirety, as amended) (February 27th, 2007)
Peoples Energy Corp – BY-LAWS OF NORTH SHORE GAS COMPANY (February 27th, 2007)
Peoples Energy Corp – BY-LAWS OF THE PEOPLES GAS LIGHT AND COKE COMPANY (February 27th, 2007)
Peoples Energy Corp – DIRECTORS DEFERRED COMPENSATION PLAN (As amended and restated October 3, 2006 as effective January 1, 2005, and amended December 6, 2006) (February 9th, 2007)

The Directors Deferred Compensation Plan (the “Plan”) was amended and restated effective April 7, 2004, a copy of which is attached as Exhibit A and which shall remain in effect for all amounts deferred, earned and vested prior to January 1, 2005, except as modified by the Supplement to this Plan dated as effective August 2, 2006, which is not intended to materially modify any deferred compensation plans of the Company that existed prior to October 4, 2004. The Plan was amended pursuant to the Agreement and Plan of Merger among WPS Resources Corporation (“WPS”), Wedge Acquisition Corporation and Peoples Energy Corporation dated as of July 8, 2006 (the “Merger Agreement”) on August 1, 2006 and August 2, 2006. The Plan was then amended and restated for amounts deferred, earned and vested after January 1, 2005 on October 3, 2006 and further amended on December 6, 2006 as follows:

Peoples Energy Corp – PEOPLES ENERGY CORPORATION DIRECTORS STOCK AND OPTION PLAN (Effective December 1, 1999 and amended October 3, 2001, November 7, 2001, December 4, 2002, August 1, 2006, August 2, 2006, and October 3, 2006, as effective January 1, 2005) (February 9th, 2007)
Peoples Energy Corp – PEOPLES ENERGY CORPORATION 2004 INCENTIVE COMPENSATION PLAN Part I. Establishment of Plan (February 9th, 2007)

The Peoples Energy Corporation, an Illinois corporation, hereby restates and amends its 2004 Incentive Compensation Plan (“Plan”), as set forth in this document. The Plan consists of two sub-plans: (1) the Long-Term Incentive Compensation Plan (“Long-Term Plan”), and (2) the Short-Term Incentive Compensation Plan (“Short-Term Plan”).

Peoples Energy Corp – Media: (February 9th, 2007)

CHICAGO — Peoples Energy (NYSE: PGL) today reported earnings for the three-month period ended December 31, 2006, of $0.61 per diluted share, compared to a loss of $0.51 per diluted share in the year ago period. Results for the current period included pre-tax merger related costs of $9.3 million ($0.21 per share after tax) related to the Company’s proposed merger with WPS Resources Corporation. Results for the year-ago period included a $91.7 million pre-tax charge ($1.44 per share after tax) in the Gas Distribution segment related to the Company’s utility gas charge settlement. Absent the above items and discontinued power generation operations, ongoing earnings from continuing operations (non-GAAP)* were $0.82 per diluted share, compared to $0.96 last year. Ongoing operating income (non-GAAP)* was $67.3 million, versus $69.2 mi

Peoples Energy Corp – PEOPLES ENERGY CORPORATION LONG-TERM INCENTIVE PLAN FOR DIVERSIFIED BUSINESS UNITS (Approved November 7, 2001; amended December 5, 2001, December 4, 2002, and October 3, 2006 as effective January 1, 2005) (February 9th, 2007)
Peoples Energy Corp – Press Release Peoples Energy Declares Special Pro Rata Dividend in Preparation for Completing Merger with WPS Resources (February 1st, 2007)

CHICAGO--(BUSINESS WIRE)--Jan. 26, 2007--In preparation for the potential closing of the merger of Peoples Energy Corporation (NSYE:PGL) with WPS Resources Corporation prior to the next Peoples Energy common stock dividend record date, and in accordance with the merger agreement, the Board of Directors of Peoples Energy today declared a special pro rata dividend to ensure that its shareholders continue to receive their dividend at the current rate until the closing of the merger.

Peoples Energy Corp – SEASONAL CREDIT AGREEMENT DATED AS OF October 20, 2006 BETWEEN PEOPLES ENERGY CORPORATION, and JPMORGAN CHASE BANK, N.A. as Lender. (December 14th, 2006)

This SEASONAL CREDIT AGREEMENT, dated as of October 20, 2006, is by and between PEOPLES ENERGY CORPORATION, an Illinois corporation (the “Borrower”), and JPMORGAN CHASE BANK, N.A., as lender (in such capacity, the “Lender”).

Peoples Energy Corp – EMPLOYMENT AND RETENTION AGREEMENT BETWEEN PEOPLES ENERGY CORPORATION AND THOMAS M. PATRICK CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER (December 14th, 2006)

THIS AGREEMENT is effective as of August 31, 2006 (“Effective Date”), by and between Peoples Energy Corporation, an Illinois corporation (“PEC” or the “Company”), and Thomas M. Patrick, Chairman, President and Chief Executive Officer (the “Executive”).

Peoples Energy Corp – AMENDMENT NUMBER ONE TO THE AMENDED AND RESTATED TRUST AGREEMENT (December 14th, 2006)

In accordance with Section 14 of the trust agreement for the Amended and Restated Trust Under Peoples Energy Corporation (the "Company") Directors Deferred Compensation Plan, Directors Stock And Option Plan, Executive Deferred Compensation Plan, and Supplemental Retirement Benefit Plan, effective March 1, 2004 (the "Trust Agreement"), the Company and The Northern Trust Company (the "Trustee") hereby amend the Trust Agreement, effective July 24, 2006 as follows:

Peoples Energy Corp – SEASONAL CREDIT AGREEMENT DATED AS OF October 20, 2006 BETWEEN PEOPLES ENERGY CORPORATION, and ABN AMRO BANK N.V. as Lender. (December 14th, 2006)

WHEREAS, the Borrower desires to obtain the commitment of the Lender to make available a seasonal revolving credit facility for loans (the “Revolving Credit”), as described herein; and

Peoples Energy Corp – SEASONAL CREDIT AGREEMENT DATED AS OF October 20, 2006 BETWEEN PEOPLES ENERGY CORPORATION, and BANK OF AMERICA, N.A. as Lender. (December 14th, 2006)

This SEASONAL CREDIT AGREEMENT, dated as of October 20, 2006, is by and between PEOPLES ENERGY CORPORATION, an Illinois corporation (the “Borrower”), and BANK OF AMERICA, N.A., as lender (in such capacity, the “Lender”).

Peoples Energy Corp – Media: Rod Sierra (November 3rd, 2006)
Peoples Energy Corp – CREDIT AGREEMENT DATED AS OF June 13, 2006 AMONG PEOPLES ENERGY CORPORATION, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Banks, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, ABN AMRO INCORPORATED, US BANK NATIONAL ASSOCATION, and THE BANK OF TOKYO-MITSUBISHI, LTD. CHICAGO BRANCH, as Co-Documentation Agents, and BANC OF AMERICA SECURITIES LLC, J.P. MORGAN SECURITIES INC., and ABN AMRO INCORPORATED, as Co-Lead Arrangers and Joint Bookrunners (August 9th, 2006)

CREDIT AGREEMENT, dated as of June 13, 2006 among Peoples Energy Corporation, an Illinois corporation (the “Borrower”), the financial institutions from time to time party hereto (each a “Bank,” and collectively the “Banks”), Bank of America, N.A., in its capacity as administrative agent for the Banks hereunder (in such capacity, the “Administrative Agent”), and JPMorgan Chase Bank, N.A., in its capacity as syndication agent for the Banks hereunder (in such capacity, the “Syndication Agent”).

Peoples Energy Corp – Media: (August 4th, 2006)

(1) As used above, net margin is not a financial measure computed under GAAP. Gross margin is the GAAP measure most closely related to net margin. Management believes net margin to be useful in understanding the Gas Distribution segment's operations because the utility subsidiaries are allowed, under their tariffs, to recover gas costs, revenue taxes and environmental costs from their customers on a dollar-for-dollar basis.

Peoples Energy Corp – AGREEMENT AND PLAN OF MERGER (July 10th, 2006)
Peoples Energy Corp – News Release (July 10th, 2006)
Peoples Energy Corp – December 31, 2005 Form 10-Q - Selected Items (June 30th, 2006)

This Quarterly Report on Form 10-Q is a combined report of the Company, Peoples Gas and North Shore Gas. Certain footnote disclosures and other information, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), have been condensed or omitted from these interim financial statements, pursuant to SEC rules and regulations. Therefore, the statements should be read in conjunction with the consolidated financial statements and related notes contained in the Annual Report on Form 10-K, as amended, for the Company, Peoples Gas and North Shore Gas for the fiscal year ended September 30, 2005. Certain items previously reported for the prior periods have been reclassified to conform with the presentation in the current period. Due to a number of factors, including seasonality of businesses and market price volatility,

Peoples Energy Corp – September 30, 2005 Form 10-K/A - Selected Items (June 30th, 2006)

This document contains statements that may be considered forward-looking, such as: management's expectations and outlook for earnings, the statements of the Company's business and financial goals regarding its business segments, the effect of weather on net income, cash position, source of funds and financing activities, market risk, the insignificant effect on income arising from changes in Gas Distribution revenue from customers' gas purchases from third parties, the adequacy of the Gas Distribution segment's reserves for uncollectible accounts, capital expenditures of the Company's subsidiaries, and environmental matters. These statements speak of the Company's plans, goals, beliefs, or expectations, refer to estimates or use similar terms. Generally, the words "may," "could," "project," "believe," "anticipate," "estimate," "plan," "forecast," "will be" and similar words identify forward-looking statements.

Peoples Energy Corp – STATE OF ILLINOIS ILLINOIS COMMERCE COMMISSION (May 10th, 2006)

On November 10, 2004, the Illinois Commerce Commission ("Commission") entered an Order Commencing PGA Reconciliation Proceedings, in accordance with the requirements of Section 9-220 of the Public Utilities Act, which directed The Peoples Gas Light and Coke Company ("Peoples Gas" or "Company" or "Respondent") to present evidence in this docket at a public hearing to show the reconciliation of Respondent’s purchased gas adjustment clause ("PGA") revenues collected with the actual cost of such gas supplies prudently purchased for the twelve months ended September 30, 2004.

Peoples Energy Corp – STATE OF ILLINOIS ILLINOIS COMMERCE COMMISSION (May 10th, 2006)

On November 7, 2002, the Illinois Commerce Commission ("Commission") entered an Order Commencing PGA Reconciliation Proceedings, in accordance with the requirements of Section 9-220 of the Public Utilities Act, which directed The Peoples Gas Light and Coke Company ("Peoples Gas" or "Company" or "Respondent") to present evidence in this docket at a public hearing to show the reconciliation of Respondent’s purchased gas adjustment clause ("PGA") revenues collected with the actual cost of such gas supplies prudently purchased for the twelve months ended September 30, 2002.

Peoples Energy Corp – STATE OF ILLINOIS ILLINOIS COMMERCE COMMISSION (May 10th, 2006)

On November 12, 2003, the Illinois Commerce Commission ("Commission") entered an Order commencing PGA Reconciliation Proceedings, in accordance with the requirements of Section 9-220 of the Public Utilities Act, which directed North Shore Gas Company ("North Shore" or "Company" or "Respondent") to present evidence in this docket at a public hearing to show the reconciliation of Respondent’s purchased gas adjustment clause ("PGA") revenues collected with the actual cost of such gas supplies prudently purchased for the twelve months ended September 30, 2003.

Peoples Energy Corp – STATE OF ILLINOIS ILLINOIS COMMERCE COMMISSION (May 10th, 2006)

On November 7, 2002, the Illinois Commerce Commission (“Commission”) entered an Order Commencing PGA Reconciliation Proceedings, in accordance with the requirements of Section 9-220 of the Public Utilities Act, which directed North Shore Gas Company (“North Shore” or “Company” or “Respondent”) to present evidence in this docket at a public hearing to show the reconciliation of Respondent’s purchased gas adjustment clause (“PGA”) revenues collected with the actual cost of such gas supplies prudently purchased for the twelve months ended September 30, 2002.

Peoples Energy Corp – STATE OF ILLINOIS ILLINOIS COMMERCE COMMISSION (May 10th, 2006)

On November 12, 2003, the Illinois Commerce Commission ("Commission") entered an Order commencing PGA Reconciliation Proceedings, in accordance with the requirements of Section 9-220 of the Public Utilities Act, which directed The Peoples Gas Light and Coke Company ("Peoples Gas" or "Company" or "Respondent") to present evidence in this docket at a public hearing to show the reconciliation of Respondent’s purchased gas adjustment clause ("PGA") revenues collected with the actual cost of such gas supplies prudently purchased for the twelve months ended September 30, 2003.

Peoples Energy Corp – STATE OF ILLINOIS ILLINOIS COMMERCE COMMISSION (May 10th, 2006)

On November 10, 2004, the Illinois Commerce Commission ("Commission") entered an Order Commencing PGA Reconciliation Proceedings, in accordance with the requirements of Section 9-220 of the Public Utilities Act, which directed North Shore Gas Company ("North Shore" or "Company" or "Respondent") to present evidence in this docket at a public hearing to show the reconciliation of Respondent’s purchased gas adjustment clause ("PGA") revenues collected with the actual cost of such gas supplies prudently purchased for the twelve months ended September 30, 2004.

Peoples Energy Corp – Media: (May 3rd, 2006)

(1) As used above, net margin is not a financial measure computed under GAAP. Gross margin is the GAAP measure most closely related to net margin. Management believes net margin to be useful in understanding the Gas Distribution segment's operations because the utility subsidiaries are allowed, under their tariffs, to recover gas costs, revenue taxes and environmental costs from their customers on a dollar-for-dollar basis.

Peoples Energy Corp – PEOPLES ENERGY CORPORATION INDEMNIFICATION AGREEMENT (March 1st, 2006)

THIS INDEMNIFICATION AGREEMENT (this "Agreement") is entered into as of the ___ day of __________, 2005, by and between PEOPLES ENERGY CORPORATION, an Illinois corporation (the "Company") and _______________ ("Indemnitee").

Peoples Energy Corp – Contacts: (March 1st, 2006)

CHICAGO -- Peoples Energy (NYSE: PGL) today announced that its oil and gas production subsidiary, Peoples Energy Production, has acquired certain oil and gas properties in East Texas, North Louisiana, and Mississippi from a private entity for approximately $139 million. The Company also announced that it has received proposals and is in negotiations to sell its power generation assets and exit that business. A conference call has been scheduled for Friday, February 24, 2006, at 8:00 a.m. Central (9:00 a.m. Eastern) to discuss these developments. Details of how to access the conference call are provided at the end of this release.

Peoples Energy Corp – Peoples Energy CEO Announces Intention to Retire Board to Begin Search for Successor (March 1st, 2006)

CHICAGO - At a meeting today of the Board of Directors of Peoples Energy Corporation following the company's annual meeting of shareholders, Thomas M. Patrick, chairman, president and CEO confirmed to the Board his intentions to retire within a year's time.

Peoples Energy Corp – Media: (January 27th, 2006)

CHICAGO - Peoples Energy (NYSE: PGL) today reported a preliminary first quarter 2006 loss of $0.51 per diluted share, compared to earnings of $0.59 per diluted share for the comparable period last year. The operating loss for the quarter was $24.4 million compared to $46.4 million of operating income in fiscal 2005. The quarter included a $91.7 million pre-tax charge ($1.44 per share after tax) related to a settlement of the Company's gas charge proceedings for 2000 through 2004 that have been pending before the Illinois Commerce Commission, as well as related civil litigation. Last year's first quarter included an $11.2 million charge related to the Company's 2004 organizational restructuring.

Peoples Energy Corp – Contacts: (January 19th, 2006)

CHICAGO -- Peoples Energy today announced that it has reached a settlement agreement related to its utilities' fiscal 2001 gas charge proceedings as well as four other years pending before the Illinois Commerce Commission. The company said the settlement provides a fair and reasonable benefit to consumers, as well as the company. The settlement must receive Illinois Commerce Commission (ICC) approval before it becomes final.

Peoples Energy Corp – CREDIT AGREEMENT DATED AS OF July 12, 2005 AMONG THE PEOPLES GAS LIGHT AND COKE COMPANY, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Banks, ABN AMRO BANK N.V. as Administrative Agent, JPMORGAN CHASE BANK, NA, as Syndication Agent, ABN AMRO INCORPORATED, as Co-Lead Arranger and Joint Bookrunner, and J.P. MORGAN SECURITIES INC., as Co-Lead Arranger and Joint Bookrunner (December 12th, 2005)

CREDIT AGREEMENT, dated as of July 12, 2005 among The Peoples Gas Light and Coke Company, an Illinois corporation (the “Borrower”), the financial institutions from time to time party hereto (each a “Bank,” and collectively the “Banks”), ABN AMRO Bank N.V., in its capacity as administrative agent for the Banks hereunder (in such capacity, the “Administrative Agent”), and JPMorgan Chase Bank, NA, in its capacity as syndication agent for the Banks hereunder (in such capacity, the “Syndication Agent”).