GAS SALES AND PORTFOLIO ADMINISTRATION AGREEMENT

     This Gas Sales And  Portfolio  Administration  Agreement  ("Agreement")  is
entered into the 30th day of August, 2002, for services to begin upon regulatory
approval of this  Agreement  as  referenced  below,  by and between  INDIANA GAS
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  terms  "MMBtu",  "Dekatherm"  or "DTH"  shall  mean  one  million
          (1,000,000) BTUs.

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

     16.  The term "PEPL" shall mean Panhandle Eastern Pipe Line Company.

     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, PEPL, TL,
          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 "TL" shall mean Trunkline Pipeline Company.

     24.  The term  "Winter"  shall mean the winter  season  months of  November
          through March, inclusive.
<PAGE>

                              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  E 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 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 F.


                       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 and 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/ T.F. Peak
                                       -----------------------------------------
                                       T.F. Peak
                                       Executive Vice President & CEO

                                  "BUYER"
                                  INDIANA GAS COMPANY, INC.


                                  By: /s/ William S. Doty
                                      ------------------------------------------
                                  Its:  Sr. V.P.
                                        ----------------------------------------
<PAGE>

<TABLE>
<CAPTION>

Gas and 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.

<S>     <C>    <C>    <C>    <C>    <C>    <C>

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 Incentive       E                           Incorporates the GCIM that is part of the
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
-------------------------------------------- --------------------------- ---------------------------------------------
Diversion of Entitlements                    I                           Entitlements diverted from and to Buyer--
                                                                         same as current Appendix I
-------------------------------------------- --------------------------- ---------------------------------------------
Portfolio Services                           J - M                       Specifics on portfolio services
-------------------------------------------- --------------------------- ---------------------------------------------

</TABLE>
<PAGE>

                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 Incentive           E
Mechanism
Notices                                          F
Invoice/Payment Data                             G
"Reserved"                                       H
Diversion of Entitlements                        I
Portfolio Services                               J - M


<PAGE>

                Gas Sales And Portfolio Administration Agreement



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

                  APPENDIX A - Buyer's Primary Delivery Points

                                North/East System


Delivery Points
---------------
2509     Dana                      2812            Carpentersville
2510     Danville                  2822            Fowlerton
2515     Elwood                    2823            Richmond
2516     Fairmount                 5233            Anderson 121N Rural
2530     Noblesville               5530            Cent. Ind. Rurals
2531     North Salem               5531            West of Zionsville
2535     Richmond                  5532            North of Zionsville
2538     Tipton                    5534            East of King
2576     Huntington                5864            King
2597     Crawfordsville            010530010       East Hancock School
2605     Upland                    010530030       Hope
2684     Unionport                 010530070       Dunkirk
2751     Montpelier                032150100       Muncie
2754     Sheridan                  037045550       ANR Storage Facilities ANRNNS
2757     Bloomingdale              NN  Service Injection Points
2772     Newport                   PEPL    IND GAS-INJ
2780     Lebanon                   CGCU  Points of Interconnection
2795     Anderson                  with Citizens Gas & Coke Utility
2796     Zionsville
<PAGE>

                Gas Sales And Portfolio Administration Agreement

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

                  APPENDIX A - Buyer's Primary Delivery Points

                           Central/Terre Haute System

Delivery Points
---------------
14411      Bedford                  18422         Sand Cut
14412      Bedford                  18423         Sand Cut
14431      Columbus                 18424         Sand Cut
14432      Columbus                 18451         Clinton
14433      Columbus                 18452         Clinton
14461      Bargersville             18461         Hercules Clinton
14463      Bargersville             18462         Hercules Clinton
14481      Mitchell                 18491         Terre Haute-2
14482      Mitchell                 18492         Terre Haute-2
14491      Needmore                 18511         Terre Haute-4
14492      Needmore                 18521         Stuckey Rd.
14493      Needmore                 18522         Stuckey Rd.
14501      Seymour                  18523         Stuckey Rd.
14511      Waynesville              18531         Rural Ind.
14512      Waynesville              18541         Terre Haute-6
14521      Rural (Mitchell)         18542         Terre Haute-6
14522      Rural (Martinsville)     18571         Magaret (Terre Haute)
14523      Rural (Terre Haute)      18573         Magaret (Terre Haute)
14531      Crane                    037047100     West Shelbyville
14533      Crane                    CGCU          Points of Interconnection with
18421      Sand Cut                 Citizens Gas & Coke Utility
                                    70018         TETCO Seymour




                                  South System
                                  ------------
Delivery Point
--------------
17031     Locust, KY
17032     Locust, KY
17041     Moorefield, In.
17042     Moorefield, In.
17251     Crestwood, KY
17252     Crestwood, KY
0
<PAGE>

                Gas Sales And Portfolio Administration Agreement

                                                                  IGC-Appendix A
Gas Sales And Portfolio Administration Agreement             Original Page No. 3
                                                                  August 1, 2002


                                Greensburg System


Delivery Point
--------------
70017                Greensburg
70940                Westport
TETCO                TETCO Storage Facilities

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.                        INDIANA GAS COMPANY, INC.



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

<PAGE>
<TABLE>

                Gas Sales And Portfolio Administration Agreement

                                                                  IGC-Appendix B

Gas Sales And Portfolio Administration Agreement             Original Page No. 1

                                                                  August 1, 2002


                     APPENDIX B - Buyer's Maximum Quantities

Maximum Daily Quantities (in Dth)


                                                     Central/
Month                          North/East            Terre Haute                 South               Greensburg
-----                          ----------            -----------                 -----               ----------
<S>                              <C>                    <C>                       <C>                      <C>
November                         374,578                216,381                   62,583                   9,500
December                         491,329                276,381                   72,687                  13,140
January                          491,329                276,381                   72,687                  13,140
February                         475,063                249,381                   72,687                   9,371
March                            386,578                233,381                   61,300                   6,695
April                            254,578                123,895                   37,700                  10,300
May                              215,578                 84,184                   25,066                   4,575
June                             175,750                 53,327                   15,301                   3,041
July                             104,000                 47,398                    8,962                   2,038
August                           123,849                 53,327                    9,708                   2,035
September                        205,006                 70,327                   21,066                   7,800
October                          232,460                140,000                   37,600                   6,256



Maximum Seasonal Quantities (in Dth)

                                                     Central/
Month                          North/East            Terre Haute                 South               Greensburg
-----                          ----------            -----------                 -----               ----------
Summer 1999                    15,023,560              8,413,028               1,867,753                 365,123
Winter 1998-99                 38,774,854              22,422,732              5,202,047                 832,026


</TABLE>
<PAGE>



                Gas Sales And Portfolio Administration Agreement

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



                     APPENDIX B - Buyer's Maximum Quantities

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.                        INDIANA GAS COMPANY, INC.



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

<PAGE>



                Gas Sales And Portfolio Administration Agreement

                                                                  IGC-Appendix C
Gas Sales And Portfolio Administration Agreement             Original Page No. 1
                                                                  August 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 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  thereunder.  Seller
shall provide to Buyer all  Transporter  refunds for the applicable  terms which
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
               ------------                     -------------
               WSS                              Appendix I
               PSS                              Appendix I
               WDS 2.2                          Appendix J.2.2
               WDS 3                            Appendix J.3
               WDS 4                            Appendix J.4
               WDS 5                            Appendix J.5
               WDS 6                            Appendix J.6
               ADS 1                            Appendix K.1
               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
               ADS 7                            Appendix K.7
               ADS S                            Appendix K.8
               ADS 9                            Appendix K.9
               ADS 10                           Appendix K.10
               ADS 11                           Appendix K.11
               ADS 12                           Appendix K.12
               ADS 13                           Appendix K.13
               SDS 1                            Appendix M.1
<PAGE>


                Gas Sales And Portfolio Administration Agreement

                                                                  IGC-Appendix C
Gas Sales And Portfolio Administration Agreement             Original Page No. 2
                                                                  August 1, 2002

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.                        INDIANA GAS COMPANY, INC.



By:  /s/ Terrence F. Peak                     By:  /s/ William S. Doty
     --------------------------------------        -----------------------------
     Terrence F. Peak                              William S. Doty
     --------------------------------------        -----------------------------
Its: Executive Vice President                 Its: SR. V.P.
     --------------------------------------        -----------------------------
<PAGE>
<TABLE>
<CAPTION>




                Gas Sales And Portfolio Administration Agreement

                                                                  IGC-Appendix D
Gas Sales And Portfolio Administration Agreement             Original Page No. 1
                                                                  August 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)


                                     System


                                                        Central/
Month                          North/East             Terre Haute             Greensburg                South
-----                          ----------             -----------             ----------                -----
<S>       <C>                       <C>                   <C>                         <C>                <C>
November, 2001                      35,000                20,000                      200                3,000
December, 2001                      71,000                25,000                      200                5,000
January, 2002                       82,000                32,000                        0                5,000
February, 2002                      50,000                35,000                        0                5,000
March, 2002                         20,000                     0                        0                4,000
April, 2002                         73,500                13,000                      750                6,000
May, 2002                           83,500                23,000                      750                5,000
June, 2002                          73,500                23,000                      750                5,000
July, 2002                          93,500                23,000                      900                5,000
August, 2002                        93,500                23,000                      750                5,000
September, 2002                     83,500                23,000                      750                5,000
October, 2002                       82,000                13,000                      750                5,000

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.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                Gas Sales And Portfolio Administration Agreement

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



                     APPENDIX D - Supplier Reservation Costs

     b.   Daily Swing Reserved Quantity (Dth/Day)



                                     System

                                                        Central/
Month                          North/East             Terre Haute             Greensburg                South
-----                          ----------             -----------             ----------                -----
<S>       <C>                      <C>                    <C>                     <C>                    <C>
November, 2001                     180,578                90,722                  4,800                  43,192
December, 2001                     174,578                85,722                  7,180                  41,192
January, 2002                      163,578                78,722                  7,180                  41,192
February, 2002                     195,578                75,722                  6,000                  41,192
March, 2002                        195,572               110,722                  4,000                  42,192
April, 2002                        142,078                40,327                  4,250                  15,006
May, 2002                          101,506                30,327                  4,300                  16,000
June, 2002                         107,506                22,327                  2,550                  16,000
July, 2002                          62,000                17,000                  1,750                  14,000
August, 2002                        76,000                22,327                  1,900                  10,000
September, 2002                    131,506                30,327                  3,100                  16,000
October, 2002                      105,006                40,327                  4,300                  16,000

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.)                   Summer Months (Apr.-Oct.)
                                ------------------------                    ------------------------
                                Monthly               Daily                 Monthly               Daily
                                Index                 Index                 Index                 Index
                                Reserved              Reserved              Reserved              Reserved
                                Quantity              Quantity              Quantity              Quantity
                                --------              --------              -------               --------
North/East                      $0.0009               $0.0052               $0.0025               $0.0052
Central/Terre Haute             $0.0035               $0.0067               $0.0048               $0.0078
Greensburg                      $0.0054               $0.0054               $0.0054               $0.0054
South                           $0.0035               $0.0067               $0.0048               $0.0078

</TABLE>
<PAGE>



                Gas Sales And Portfolio Administration Agreement

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



                     APPENDIX D - Supplier Reservation Costs

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.                        INDIANA GAS COMPANY, INC.



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

<PAGE>

                Gas Sales And Portfolio Administration Agreement

                                                                  IGC-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 Leased 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
------------       -------------          -----
WSS                Appendix I             PEPL - Texas, Oklahoma
PSS                Appendix I             Texas Gas - Zone SL
WDS 4              Appendix J.4           Texas Gas - Zone SL
WDS 5              Appendix J.5           Texas Gas - Zone SL
WDS 6              Appendix J.6           Trunkline - Louisiana-- Onshore South
ADS 1              Appendix K.1           ANR - Louisiana
ADS 2              Appendix K.2           TETCO - (ELA, WLA, ETX, STX)
ADS 4              Appendix K.4           ANR - Louisiana
ADS 5              Appendix K.5           Chicago-LDCs, large e-us
ADS 6              Appendix K.6           Texas Gas - Zone SL
ADS 7              Appendix K.7           Texas Gas - Zone SL
ADS 8              Appendix K.8           Texas Gas - Zone SL
ADS 9              Appendix K.9           Texas Gas - Zone SL
ADS 10             Appendix K.10          Texas Gas - Zone SL

<PAGE>

                Gas Sales And Portfolio Administration Agreement

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

                        APPENDIX E - Commodity Purchases
                                  (Continued)


ADS 11                  Appendix K.11             PEPL - Texas, Oklahoma
ADS 12                  Appendix K.12             PEPL - Texas, Oklahoma
ADS 13                  Appendix K.13             TETCO - (ELA, WLA, ETX, STX)



             APPENDIX E - Commodity Purchases - Other Variable Costs

     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.

North/East

PEPL

Contract No.           Contract Rate
------------           -------------
WSS                    Appendix I
PSS                    Appendix I
WDS 2.2                Appendix J.2.2
WDS 6                  Appendix J.6
ADS 1                  Appendix K.1
ADS 2                  Appendix K.2
ADS 11                 Appendix K.11
ADS 12                 Appendix K.12
SDS 1                  Appendix M.1
<PAGE>

                Gas Sales And Portfolio Administration Agreement

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


             APPENDIX E - Commodity Purchases - Other Variable Costs

North/East

ANR

Contract No.                        Contract Rate
------------                        -------------
WDS 2.2                             Appendix J.2.2
ADS 1                               Appendix K.1



Central/Terre Haute System

Texas Gas Z-3

Contract No.                        Contract Rate
------------                        -------------
PSS                                 Appendix I
WDS 2.2                             Appendix J.2.2
WDS 4                               Appendix J.4
WDS 5                               Appendix J.5
ADS 2                               Appendix K.2
ADS 3                               Appendix K.3
ADS 6                               Appendix K.6
ADS 7                               Appendix K.7
ADS 8                               Appendix K.8



South System

Texas Gas Z-4

Contract No.                        Contract Rate
------------                        -------------
ADS 3                               Appendix K.3
ADS 9                               Appendix K.9
ADS 10                              Appendix K.10



<PAGE>



                Gas Sales And Portfolio Administration Agreement

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

Greensburg System

Texas Eastern

Contact No.                         Contract Rate
-----------                         -------------
ADS 2                               Appendix K.2
ADS 3                               Appendix K.3
ADS 13                              Appendix K.13


     While  Seller  and  Buyer  agree  tat  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.                        INDIANA GAS COMPANY, INC.



By:  /s/ Terrence F. Peak                     By:  /s/ William S. Doty
     --------------------------------------        -----------------------------
     Terrence F. Peak                              William S. Doty
     --------------------------------------        -----------------------------
Its: Executive Vice President                 Its: SR. V.P.
     --------------------------------------        -----------------------------
<PAGE>

                Gas Sales And Portfolio Administration Agreement

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



                              Appendix F - Notices


Invoice Information:
Buyer:                                     Seller:
-----                                      ------

Indiana Gas Company, Inc.                  D. Short
Gas Control 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 NA.
For the Account of:                        For the Account of:
  Indiana Gas Company, Inc.                  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) 231-6828

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
Indiana Gas Company, Inc.                  ProLiance Energy, LLC
20 NW Fourth Sweet                         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                          Ann: John R. Talley
20 NW Fourth Street                        111 Monument Circle
Evansville, In. 47708                      Suite 2200
                                           Indianapolis, Indiana 46204-5178
<PAGE>

                Gas Sales And Portfolio Administration Agreement

                                                                  IGC-Appendix F
Gas Sales And Portfolio Administration Agreement             Original Page No. 2
                                                                  August 1, 2002



                              APPENDIX F - Notices
                                   (Continued)

Amendment

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


PROLIANCE ENERGY, LLC.                        INDIANA GAS COMPANY, INC.



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

                Gas Sales And Portfolio Administration Agreement

                                                                  IGC-Appendix G
Gas Sales And Portfolio Administration Agreement             Original Page No. 1
                                                                 August 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.                        INDIANA GAS COMPANY, INC.



By:  /s/ Terrence F. Peak                     By:  /s/ William S. Doty
     --------------------------------------        -----------------------------
     Terrence F. Peak                              William S. Doty
     --------------------------------------        -----------------------------
Its: Executive Vice President                 Its: SR. V.P.
     --------------------------------------        -----------------------------
<PAGE>

                Gas Sales And Portfolio Administration Agreement

                                                                  IGC-Appendix I
Gas Sales And Portfolio Administration Agreement             Original Page No. 1
                                                                  August 1, 2002



                     APPENDIX I - Diversion of Entitlements

I.   Diversion of Delivered Gas Sales Entitlements From Buyer

Seller shall have the right to schedule  entitlements of Buyer to Citizens Gas &
Coke Utility, provided that:

     A.   Seller  shall  reimburse  Buyer for  applicable  variable  costs Buyer
          incurs  in  replacing  diverted  supply  with  its own on  system  gas
          sources.

     B.   If such diversion causes Buyer to incur gas costs related to on system
          gas sources,  Seller shall reimburse  Buyer or otherwise  assure Buyer
          suffers no economic detriment from such incurrence of gas costs.

     C.   The  "Shoulder  Month  Season"  shall  be the  consecutive  months  of
          October, November, December, January, February, March and April during
          the term of this  Agreement.  Unless  otherwise  agreed,  the  maximum
          diversion  quantity  shall  not  exceed  70,000  Dth  on any  day,  or
          1,500,000 Dth for any Shoulder Month Season.

     D.   Seller shall  administer  Buyer's gas supply  portfolio  such that any
          diversion will not endanger Buyer's ability to meet system demands.



II.      Diversion of Entitlements to Buyer

Buyer shall have the right to entitlements from Seller, as follows:

     A.   Delivered Peaking Sales Service ("PSS")

          1.   Seller shall provide Buyer PSS with the following entitlements:

Contract Month        Maximum Daily PSS             Maximum Annual PSS
--------------        -----------------             ------------------
December               50,000 Dth/day             500,000 Dth during any
January                50,000 Dth/day               December, January,
February               50,000 Dth/day                 February period

          2.   Buyer shall pay Seller a demand cost of $2.88 per Dth  multiplied
               by the Maximum  Annual PSS and a variable  cost of $0.60 for each
               Dth of PSS  nominated  for Buyer.  Demand  costs shall be divided
               equally among December,  January and February invoices.  Variable
               costs shall be invoiced for the month nominated.

          3.   For PSS nominated for Buyer, Buyer shall pay Seller the Gas Daily
               index average for Texas Gas Zone SL for the applicable day.
<PAGE>

                Gas Sales And Portfolio Administration Agreement

                                                                  IGC-Appendix I

Gas Sales And Portfolio Administration Agreement             Original Page No. 2

                                                                  August 1, 2002


                     APPENDIX I - Diversion of Entitlements

B.   Delivered Winter Sales Services ("WSS")

     1.   Seller shall provide Buyer with WSS with the following entitlements:

Contract Month              Maximum Daily WSS             Maximum Annual WSS
--------------              -----------------             ------------------
November                     75,000 Dth/day              2,250,000 Dth during
December                     75,000 Dth/day               any winter period.
January                      75,000 Dth/day
February                     75,000 Dth/day
March                        75,000 Dth/day

     2.   Buyer shall pay Seller as follows, with such pricing to be adjusted to
          reflect  the  Settlement  terms  at the  appropriate  time  set  forth
          therein:

          a.   For WSS Commodity:
               The applicable PEPL Gas Daily index average commodity price under
               this Agreement

          b.   For WSS Variable Costs:
               $0.30 per Dth utilized.

          c.   For WSS Demand Costs:
               $2.60 per Dth per year for each Dth of Maximum Annual WSS, billed
               in equal monthly amounts commencing for April, 1996.

Amendment

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


PROLIANCE ENERGY, LLC.                        INDIANA GAS COMPANY, INC.



By:  /s/ Terrence F. Peak                     By:  /s/ William S. Doty
     --------------------------------------        -----------------------------
     Terrence F. Peak                              William S. Doty
     --------------------------------------        -----------------------------
Its: Executive Vice President                 Its: SR. V.P.
     --------------------------------------        -----------------------------
<PAGE>

                Gas Sales And Portfolio Administration Agreement

                                                              IGC-Appendix J.2.2

Gas Sales And Portfolio Administration Agreement             Original Page No. 1

                                                                  August 1, 2002

                  APPENDIX J.2.2 - Winter Delivery Service 2.2

               Winter Delivery Service ("WDS 2.2")

     1.   WDS 2.2 shall incorporate the no-notice features,  cyclability, annual
          storage   deliverability,   and  other  service  provisions  ("Service
          Provisions") reflected in ANR FERC Tariffs for ETS, NNS and FSS.

     2.   Seller  shall  provide  Buyer with WDS2 with the  following  delivered
          service entitlements:

Contract Months          Maximum Daily WDS 2.2          Maximum Annual WDS2.2
---------------          ---------------------          ---------------------

November                     59,000 Dth/day           4,400,000 Dth during any
                                                           winter period.
December                     59,000 Dth/day
January                      59,000 Dth/day
February                     59,000 Dth/day
March                        59,000 Dth/day
April-October*           29,000 Dth/day of NNS

     3.   Buyer shall pay Seller as follows:

          a.   For WDS 2.2 Commodity:

                    Summer purchase  quantities will be determined  jointly,  by
               both parties,  prior to April 1 of each year.  During each summer
               month,  Buyer shall pay Seller one-seventh of the summer purchase
               quantity  times the agreed Monthly Index price.  Other  purchases
               shall be agreed upon,  by Buyer and Seller;  pursuant to Appendix
               E.



          b.   For WDS 2.2 Variable Costs:

                    Applicable  pipeline  costs  if any  as  agreed  to by  both
               parties



          c.   For WDS 2.2 Demand Costs as follows:

                    November - March : $401,211

                    April - October: $ 296,820

                    and other  applicable  costs if any as billed.  Total Annual
                    Cost for these services shall be $ 4,083,795. (Not including
                    penalties,  overrun  charges,  and other  costs as  mutually
                    agreed upon by both parties.)

     4.   WDS 2.2 service expires March 31, 2003.

<PAGE>

                Gas Sales And Portfolio Administration Agreement

                                                              IGC-Appendix J.2.2
Gas Sales And Portfolio Administration Agreement             Original Page No. 2
                                                                  August 1, 2002

Amendment

     Seller and Buyer agree that this Appendix J.2.2 may be amended from time to
time by mutual  agreement  of the Parties  which  amendment  ultimately  will be
memorialized in a revised Appendix J.2.2.


PROLIANCE ENERGY, LLC.                        INDIANA GAS COMPANY, INC.



By:  /s/ Terrence F. Peak                     By:  /s/ William S. Doty
     --------------------------------------        -----------------------------
     Terrence F. Peak                              William S. Doty
     --------------------------------------        -----------------------------
Its: Executive Vice President                 Its: SR. V.P.
     --------------------------------------        -----------------------------
<PAGE>
<TABLE>
<CAPTION>


                Gas Sales And Portfolio Administration Agreement

                                                                IGC-Appendix J.3
Gas Sales And Portfolio Administration Agreement             Original Page No. 1
                                                                  August 1, 2002



                   APPENDIX J.3.2 - Winter Delivery Service 3

Winter Delivery Service 3 TETCO ("WDS 3")

     1.   Seller shall  provide  Buyer with WDS 3 with the  following  delivered
          service entitlements:

Contract Month                   Maximum Daily WDS 3                          Maximum Monthly WDS 3
--------------                   -------------------                          ---------------------
<S>                                 <C>                     <C>
November                            5,856 Dtb/day           5,856 Dth times the number of days in the month.
December                            5,856 Dth/day
January                             5,856 Dth/day
February                            5,856 Dth/day
March                               5,856 Dth/day

     2.   Unless otherwise agreed upon,  Seller shall provide  entitlements from
          the  Texas Gas  /Texas  Eastern  Interconnect  to  Buyer's  Greensburg
          system.

     3.   Buyer shall pay Seller as follows:

          a.   For WDS 3 Commodity:
               Purchase quantities will be determined jointly by the parties and
               priced pursuant to Appendix E.

          b.   For WDS 3 Variable Costs:
               TETCO Fuels under the effective TETCO rate schedule FT-1.

          c.   For WDS 3 Demand Costs:
               Monthly Demand Costs of $36,662.66 and other applicable  pipeline
               costs, if any as billed.

     4.   This WDS 3 service expires October 31, 2004,

     5.   WDS 3 shall be subject to the provisions of service reflected in TETCO
          FT-1 tariffs as well as applicable FERC tariffs.
</TABLE>
<PAGE>

                Gas Sales And Portfolio Administration Agreement

                                                                IGC-Appendix J.3
Gas Sales And Portfolio Administration Agreement              Revised Page No. 2
                                                                  August 1, 2002

Amendment

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


PROLIANCE ENERGY, LLC.                        INDIANA GAS COMPANY, INC.



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

<PAGE>

                Gas Sales And Portfolio Administration Agreement

                                                                IGC-Appendix J.4
Gas Sales And Portfolio Administration Agreement             Original Page No. 1
                                                                  August 1, 2002



                    APPENDIX J.4 - Winter Delivery Service 4

Winter Delivery Service 4 TGT ("WDS4")

     1.   Starting  November 1, 2002,  consistent  with  Buyer's  supply  plans,
          Seller  shall  provide  Buyer with WDS4 with the  following  delivered
          service entitlements:

Contract Months               Max Nominated                    Monthly
---------------               -------------                    -------
Daily Qty                                                     Demand $
---------                                                     --------
November                   20,000 Dth/day                 $162,060.00
December                   20,000 Dth/day                 $167,462.00
January                    20,000 Dth/day                 $167,462.00
February                   20,000 Dth/day                 $151,256.00
                           Leap Year                      $156,658.00
                           ---------
March                      20,000 0th/day                 $167,462.00
April - October                    0 Dth/day              $0



Maximum Seasonal Qty                   Nov.- Mar.                   Apr. - Oct.
--------------------

                                       3,020,000                          0

     2.   Unless  otherwise  agreed upon,  Seller shall provide  entitlements to
          Buyer's Central 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.
<PAGE>

                Gas Sales And Portfolio Administration Agreement

                                                                IGC-Appendix J.4
Gas Sales And Portfolio Administration Agreement             Original Page No. 2
                                                                  August 1, 2002

          b.   For WDS4 Variable Costs:
               Variable  Cost  Rates  under  the  effective  Texas  Gas FT  rate
               schedule.

          c.   For WDS4 Demand Costs:
               Demand Cost Rate as defined in Paragraph 1.

          d.   For WDS4 Fuel:
               Fuels under the currently effective Texas Gas FT rate schedule.

     4.   WDS4 service expires October 31, 2004.

     5.   Sellers  provisions  of WDS4  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  J.4 may be amended from time to
time by mutual  agreement  of the Parties  which  amendment  ultimately  will be
memorialized in a revised Appendix J.4


PROLIANCE ENERGY, LLC.                        INDIANA GAS COMPANY, INC.



By:  /s/ Terrence F. Peak                     By:  /s/ William S. Doty
     --------------------------------------        -----------------------------
     Terrence F. Peak                              William S. Doty
     --------------------------------------        -----------------------------
Its: Executive Vice President                 Its: SR. V.P.
     --------------------------------------        -----------------------------
<PAGE>

                Gas Sales And Portfolio Administration Agreement

                                                                IGC-Appendix J.5
Gas Sales And Portfolio Administration Agreement             Original Page No. 1
                                                                  August 1, 2002



                    APPENDIX J.5 - Winter Delivery Service 5

Winter Delivery Service 5 TGT ("WDS5")

     1.   Starting  November 1, 2000,  consistent  with  Buyer's  supply  plans,
          Seller shall  provide  Buyer with WDS 5 with the  following  delivered
          service entitlements:

Contract Months                  Max Nominated                 Monthly
---------------                  -------------                 -------
Daily Qty                                                     Demand $
---------                                                     --------
November                      13,000 Dth/day              $105,339.00
December                      13,000 Dth/day              $108,850.30
January                       13,000 Dth/day              $108,850.30
February                      13,000 Dth/day              $98,316.40
                              Leap Year                   $101,827.70
March                         13,000 0th/day              $108,850.30
April - October                       0 Dth/day



Maximum Seasonal Qty                   Nov.- Mar.                   Apr. - Oct.
--------------------

                                       1,963,000                          0

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

<PAGE>

                Gas Sales And Portfolio Administration Agreement

                                                                IGC-Appendix J.5
Gas Sales And Portfolio Administration Agreement             Original Page No. 2
                                                                  August 1, 2002



          b.   For WDS 5 Variable Costs:
               The  effective  Variable  Cost Rates and Fuels under Texas Gas FT
               rate schedule and other applicable costs, if any as billed.

          c.   For WDS 5 Demand Costs:
               Demand Cost Rate as defined in  Paragraph 1 and other  applicable
               costs, if any as billed.

          d.   For WDS 5 Fuel:
               Fuels under the currently effective Texas Gas FT rate schedule.

     4.   WDS 5 service expires October 31, 2002.

     5.   Sellers  provisions  of WDS 5 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  J.5 may be amended from time to
time by mutual  agreement  of the Parties  which  amendment  ultimately  will be
memorialized in a revised Appendix J.5


PROLIANCE ENERGY, LLC.                        INDIANA GAS COMPANY, INC.



By:  /s/ Terrence F. Peak                     By:  /s/ William S. Doty
     --------------------------------------        -----------------------------
     Terrence F. Peak                              William S. Doty
     --------------------------------------        -----------------------------
Its: Executive Vice President                 Its: SR. V.P.
     --------------------------------------        -----------------------------
<PAGE>

                Gas Sales And Portfolio Administration Agreement

                                                                IGC-Appendix J.6
Gas Sales And Portfolio Administration Agreement             Original Page No. 1
                                                                  August 1, 2002



                    APPENDIX J.6 - Winter Delivery Service 6

Winter Delivery Service 6 PEPL ("WDS 6")

     1.   Starting  November 1, 2002,  consistent  with  Buyer's  supply  plans,
          Seller shall  provide  Buyer with WDS 6 with the  following  delivered
          service entitlements:

Contract Months                                      Max Nominated
---------------                                      -------------
Daily Qty
---------
November                                          30,000 Dth/day
December                                          30,000 Dth/day
January                                           30,000 Dth/day
February                                          30,000 Dth/day
March                                             30,000 0th/day
April - October                                           0 Dth/day



Maximum Seasonal Qty                   Nov.- Mar.                   Apr. - Oct.
--------------------

                                       4,530,000                          0

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

          b.   For WDS 6 Variable Costs:
               Applicable pipeline costs if any as agreed to by both parties.

          c.   For WDS 6 Demand Costs as follows:
               November - March: $344,200
               and other  applicable  costs if any as billed.  Total Annual Cost
               for these services shall be $1,721,000. (Not including penalties,
               overrun charges, etc as mutually agreed upon by both parties.)
<PAGE>


                Gas Sales And Portfolio Administration Agreement

                                                                IGC-Appendix J.6
Gas Sales And Portfolio Administration Agreement             Original Page No. 2
                                                                  August 1, 2002


     4.   WDS 6 service expires October 31, 2004.

     5.   Sellers  provisions  of WDS 6 shall be  subject to the  provisions  of
          service  reflected in Panhandle  Eastern's and Trunkline Gas Company's
          EFT & FT tariffs, as well as other Panhandle Eastern and Trunkline Gas
          Company FERC tariffs as may be  applicable  to the  provision of those
          services.

Amendment

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


PROLIANCE ENERGY, LLC.                        INDIANA GAS COMPANY, INC.



By:  /s/ Terrence F. Peak                     By:  /s/ William S. Doty
     --------------------------------------        -----------------------------
     Terrence F. Peak                              William S. Doty
     --------------------------------------        -----------------------------
Its: Executive Vice President                 Its: SR. V.P.
     --------------------------------------        -----------------------------
<PAGE>
<TABLE>
<CAPTION>

                Gas Sales And Portfolio Administration Agreement

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



                     APPENDIX K.1 - Annual Delivery Service

Annual Delivery Service ("ADS 1")

     1.   Seller shall  provide  Buyer with ADS 1 with the  following  nominated
          delivered service entitlements:

Contract Months           Maximum Daily ADS 1             Maximum Monthly ADS 1                 Monthly
---------------           -------------------             ---------------------                 -------
                                                                                                Demand$
                                                                                                -------
<S>                               <C>                     <C>                                   <C>
November                          5,000 Dth/day           5,000 Dth times the number of days    $36,000.00
                                                          in the month.

December                          5,000 Dth/day                                                 $37,200.00
January                           5,000 Dth/day                                                 $37,200.00
February                          5,000 Dth/day                                                 $33,600.00
                                                          Leap Year                             $34,800.00
March                             5,000 Dth/day                                                 $37,200.00
April                             5,000 Dth/day                                                 $36,000.00
May                               5,000 Dth/day                                                 $37,200.00
June                              5,000 Dth/day                                                 $36,000.00
July                              5,000 Dth/day                                                 $37,200.00
August                            5,000 Dth/day                                                 $37,200.00
September                         5,000 Dth/day                                                 $36,000.00
October                           5,000 Dth/day                                                 $37,200.00

     2.   Buyer shall pay Seller as follows:

          a.   For ADS 1 Commodity:
               Purchase quantities will be determined jointly by the parties and
               priced pursuant to Appendix E.

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

          c.   For ADS 1 Demand Costs
               Demand Cost Rate as defined in  Paragraph 1 and other  applicable
               additional pipeline costs, if any, as billed.

</TABLE>
<PAGE>

                Gas Sales And Portfolio Administration Agreement

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

     3.   This ADS 1 service expires March 31, 2003.

     4.   ADS 1 shall be subject to the  provisions of service  reflected  ANR's
          FERC Tariffs for ETS and Gathering Services as well as applicable FERC
          tariffs.

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.                        INDIANA GAS COMPANY, INC.



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

<PAGE>

                Gas Sales And Portfolio Administration Agreement

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



                    APPENDIX K.2 - Annual Delivery Service 2

Annual Delivery Service 2 TETCO ("ADS 2")

     1.   Seller shall  provide  Buyer with ADS 2 with the  following  delivered
          Service entitlements:

Contract Months       Maximum Daily ADS 2            Maximum Monthly ADS 2
---------------       -------------------            ---------------------
November                 5,806 Dth/day              5,806 Dth times the number
                                                         of days in the month.
December                 5,806 Dtb/day
January                  5,806 Dth/day
February                 5,806 Dth/day
March                    5,806 Dth/day
April                    5,806 Dth/day
May                      5,806 Dth/day
June                     5,806 Dth/day
July                     5,806 Dth/day
August                   5,806 Dth/day
September                5,806 Dth/day
October                  5,806 Dth/day

<PAGE>

                Gas Sales And Portfolio Administration Agreement

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

     2.   Buyer shall pay Seller as follows:

          a.   For ADS 2 Commodity:
               Purchase quantities will be determined jointly by the parties and
               priced pursuant to Appendix E.

          b.   For ADS 2 Variable Costs:
               TETCO Variable Cost Rates and Fuels under TETCO FT-1 Tariff.

          c.   For ADS 2 Demand Costs:
               Monthly Demand Costs of $59,261.84 and other applicable  pipeline
               costs, if any as billed.

     3.   Term:  3,000 Dth/Day  expires October 31,  2004.2,806  Dth/Day expires
          October 31, 2005.

     4.   ADS 2 shall be subject to the provisions of service reflected in TETCO
          FT-1 Tariff as well as applicable FERC tariffs.

Amendment

     Seller and Buyer agree that this  Appendix  K2 may be amended  from time to
time by mutual  agreement  of the Parties  which  amendment  ultimately  will be
memorialized in a revised Appendix K2.


PROLIANCE ENERGY, LLC.                        INDIANA GAS COMPANY, INC.



By:  /s/ Terrence F. Peak                     By:  /s/ William S. Doty
     --------------------------------------        -----------------------------
     Terrence F. Peak                              William S. Doty
     --------------------------------------        -----------------------------
Its: Executive Vice President                 Its: SR. V.P.
     --------------------------------------        -----------------------------
<PAGE>
<TABLE>
<CAPTION>

                Gas Sales And Portfolio Administration Agreement

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



                    APPENDIX K.3 - Annual Delivery Service 3

Annual Delivery Service 3 TGT ("ADS 3")

     1.   Seller shall  provide  Buyer with ADS 3 with the  following  delivered
          service entitlements:

Contract Months           Maximum Daily ADS 3             Maximum Monthly ADS 3                 Monthly
---------------           -------------------             ---------------------                 -------
                                                                                                Demand$
                                                                                                -------
<S>                               <C>                     <C>                                   <C>
November                          5,856 Dth/day           5,856 Dth times the number of days    $33,853.54
                                                          in the month.

December                          5,856 Dth/day                                                 $34,981.99
January                           5,856 Dth/day                                                 $34,981.99
February                          5,856 Dth/day                                                 $31,596.63
                                                          Leap Year                             $32,725.08
March                             5,856 Dth/day                                                 $34,981.99
April                             5,856 Dth/day                                                 $14,054.40
May                               5,856 Dth/day                                                 $14,522.88
June                              5,856 Dth/day                                                 $14,054.40
July                              5,856 Dth/day                                                 $14,522.88
August                            5,856 Dth/day                                                 $14,522.88
September                         5,856 Dth/day                                                 $14,054.40
October                           5,856 Dth/day                                                 $14,522.88

     2.   Primary Receipt Point:  TGT ANR Slaughters  Meter.  Secondary  Receipt
          Point: Indiana Gas Meter #1440.

     3.   Primary  Delivery Point is the Lebanon  Lateral.  Secondary within the
          path is Indiana Gas Meter #1702.

     4.   Buyer shall pay Seller as follows:

          a.   For ADS 3 Commodity as follows:
               Purchase quantities will be determined jointly by the parties and
               priced pursuant to Appendix E.

</TABLE>
<PAGE>

                Gas Sales And Portfolio Administration Agreement

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



          b.   For ADS 3 Variable Costs:
               TGT Variable Cost Rates and Fuels under the effective TGT FT Rate
               Schedule.

          c.   For ADS 3 Demand Costs:
               Demand Cost Rate as defined in  Paragraph 1 and other  applicable
               pipeline costs, if any, as billed.

     5.   This ADS 3 service expires October 31, 2003.

     6.   ADS 3 shall be subject to the  provisions of service  reflected in the
          Texas Gas EFT tariff as well as applicable FERC tariffs.

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.                        INDIANA GAS COMPANY, INC.



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

<PAGE>
<TABLE>
<CAPTION>

                Gas Sales And Portfolio Administration Agreement

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



                    APPENDIX K.4 - Annual Delivery Service 4

Annual Delivery Service 4 ("ADS 4")

     1.   Starting April 1, 2001,  consistent with Buyer's supply plans,  Seller
          shall provide Buyer with ADS 4 with the  following  delivered  service
          entitlements:

Contract Months              Maximum Daily ADS 4              Maximum Monthly Winder ADS 4
---------------              -------------------              ----------------------------
<S>                                  <C>                      <C>
Nov - March                          30,572 Dth/day           30,572 Dth times the number of days in the
                                                              month.
April, May, October                  30,572 Dth/day           30,572 Dth times 5 days for each month.

     2.   Unless  otherwise  agreed,  delivery of these volumes will be into the
          North/East System.

     3.   Buyer shall pay Seller as follows:

          a.   For ADS 4 Commodity as follows:
               Purchase  quantities will be determined  priced by ANR Gulf Index
               pursuant to Appendix E pricing.

          b.   For ADS 4 Variable Costs:
               ANR ACA costs and Fuels  under ANR ETS rate  schedule  for routes
               from ANR SE Gathering to IGC.

          c.   For ADS 4 Demand Costs:
               Demand costs as follows:
                    Nov. - March $222,870
                    April, May & October $211,726
                    and other applicable pipeline costs, if any, for routes from
                    ANR SE Gathering to IGC.

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

     5.   ADS 4 shall be subject to the  provisions of service  reflected in ANR
          ETS Service as well as applicable FERC tariffs.

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.                        INDIANA GAS COMPANY, INC.



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

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                Gas Sales And Portfolio Administration Agreement

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



                    APPENDIX K.5 - Annual Delivery Service 5

Annual Delivery Service 5 ("ADS 5")

     1.   Starting  November 1, 2001,  consistent with the Buyer's supply plans,
          Seller shall  provide  Buyer with ADS 5 with the  following  delivered
          Service entitlements:

Contract Months           Maximum Daily ADS 5             Maximum Monthly ADS 5                 Monthly
---------------           -------------------             ---------------------                 -------
                                                                                                Demand$
                                                                                                -------
<S>                               <C>                     <C>                                   <C>
November                          8,000 Dth/day           8,000 Dth times the number of days    $38,400.00
                                                          in the month.

December                          8,000 Dth/day                                                 $39,680.00
January                           8,000 Dth/day                                                 $39,680.00
February                          8,000 Dth/day                                                 $35,840.00
                                                          Leap Year                             $37,120.00
March                             8,000 Dth/day                                                 $39,680.00
April                             8,000 Dth/day                                                 $38,400.00
May                               8,000 Dth/day                                                 $39,680.00
June                              8,000 Dth/day                                                 $38,400.00
July                              8,000 Dth/day                                                 $39,680.00
August                            8,000 Dth/day                                                 $39,680.00
September                         8,000 Dth/day                                                 $38,400.00
October                           8,000 Dth/day                                                 $39,680.00

     2.   Delivery of these volumes will be into the Central System.

     3.   Buyer shall pay Seller as follows:

          a.   For ADS 5 Commodity as follows:
                    Purchase  quantities  will be  determined  Priced at Chicago
                    Index pursuant to Appendix E pricing.

          b.   For ADS 5 Variable Costs:

                    Variable Cost Rates and Fuels under  applicable  tariffs for
                    Midwestern  Gas  Transmission  (Chicago to Texas Gas Zone 3)
                    and  Texas  Gas (Zone 3 to Zone 3)  (together  the  "Chicago
                    Route").
</TABLE>
<PAGE>

                Gas Sales And Portfolio Administration Agreement

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


          c.   For ADS 5 Demand Costs:
               Demand Cost Rate as defined in  Paragraph 1 and other  applicable
               pipeline costs, if any, under applicable  tariffs for the Chicago
               Route.

     4.   This ADS 5 service expires October 31, 2003.

     5.   ADS 5 shall be  subject to the  provisions  of  service  reflected  in
          applicable FERC tariffs.

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.                        INDIANA GAS COMPANY, INC.



By:  /s/ Terrence F. Peak                     By:  /s/ William S. Doty
     --------------------------------------        -----------------------------
     Terrence F. Peak                              William S. Doty
     --------------------------------------        -----------------------------
Its: Executive Vice President                 Its: SR. V.P.
     --------------------------------------        -----------------------------
<PAGE>
<TABLE>
<CAPTION>

                Gas Sales And Portfolio Administration Agreement

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



                    APPENDIX K.6 - Annual Delivery Service 6

Annual Delivery Service 6 TGT ("ADS 6")

     1.   Starting  November 1, 2000,  consistent  with  Buyer's  supply  plans,
          Seller shall  provide  Buyer with ADS 6 with the  following  delivered
          service entitlements:

Contract Months     Max Nominated Daily Qty   Max Unnominated Daily Qty  Total MDQ                 Monthly
---------------     -----------------------   -------------------------  ---------                 -------
                                                                                                   Demand$
                                                                                                   -------
<S>                      <C>                  <C>                        <C>                            <C>
November                 23,240 Dth/day       33,533 Dth/Day             56,793 Dth/Day                 $650,166.28
December                 23,240 Dth/day       33,533 Dth/Day             56,793 Dth/Day                 $671,838.47
January                  23,240 Dth/day       33,533 Dth/Day             56,793 Dth/Day                 $671,838.47
February                 23,240 Dth/day       33,533 Dth/Day             56,793 Dth/Day                 $606,821.85
                                                                         Leap Year                      $628,494.06
March                    23,240 Dth/day       33,533 Dth/Day             56,793 Dth/Day                 $671,838.47
April                    15,109 Dth/day       22,455 Dth/Day             37,565 Dth/Day                 $430,044.12
May                      15,109 Dth/day                                  15,109 Dth/Day                 $178,733.43
June                     15,109 Dth/day                                  15,109 Dth/Day                 $172,967.83
July                     15,109 Dth/day                                  15,109 Dth/Day                 $178,733.43
August                   15,109 Dth/day                                  15,109 Dth/Day                 $178,733.43
September                15,109 Dth/day                                  15,109 Dth/Day                 $172,967.83
October                  15,109 Dth/day       29,166 Dth/Day             44,275 Dth/Day                 $523,755.54


Maximum Seasonal Qty                Nov. - Mar.               Apr. - Oct.
--------------------
                                            4,500,000                  2,242,666


Unnominated Winter Seasonal Qty                               990,666
-------------------------------

</TABLE>
<PAGE>

                Gas Sales And Portfolio Administration Agreement

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

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

     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 6 Variable Costs:
               Variable  Cost  Rates  under  the  effective  Texas  Gas NNS rate
               schedule and other applicable costs, if any as billed.

          d.   For ADS 6 Demand Costs:
               Demand Cost Rate as defined in  Paragraph 1 and other  applicable
               costs, if any as billed.

          e.   For ADS 6 Fuel:
               Fuels under the currently effective Texas Gas NNS rate schedule.

     4.   This ADS 6 service expires October 31, 2003.

     5.   Sellers  provisions  of ADS 6 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.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.                        INDIANA GAS COMPANY, INC.



By:  /s/ Terrence F. Peak                     By:  /s/ William S. Doty
     --------------------------------------        -----------------------------
     Terrence F. Peak                              William S. Doty
     --------------------------------------        -----------------------------
Its: Executive Vice President                 Its: SR. V.P.
     --------------------------------------        -----------------------------
<PAGE>
<TABLE>
<CAPTION>

                Gas Sales And Portfolio Administration Agreement

                                                                                                IGC-Appendix K.7

Gas Sales And Portfolio Administration Agreement                                             Original Page No. 1

                                                                                                  August 1, 2002



                    APPENDIX K.7 - Annual Delivery Service 7

Annual Delivery Service 7 TGT ("ADS 7")

     1.   Starting  November 1, 2000,  consistent  with  Buyer's  supply  plans,
          Seller shall  provide  Buyer with ADS 7 with the  following  delivered
          service entitlements:

Contract Months     Max Nominated Daily Qty   Max Unnominated Daily Qty  Total MDQ                 Monthly
---------------     -----------------------   -------------------------  ---------                 -------
                                                                                                   Demand$
                                                                                                   -------
<S>                      <C>                  <C>                        <C>                            <C>
November                 23,241 Dth/day       33,553 Dth/Day             56,794 Dth/Day                 $650,177.71
December                 23,241 Dth/day       33,553 Dth/Day             56,794 Dth/Day                 $671,850.30
January                  23,241 Dth/day       33,553 Dth/Day             56,794 Dth/Day                 $671,850.30
February                 23,241 Dth/day       33,553 Dth/Day             56,794 Dth/Day                 $606,832.53
                                                                         Leap Year                      $628,505.12
March                    23,241 Dth/day       33,553 Dth/Day             56,794 Dth/Day                 $671,850.30
April                    15,109 Dth/day       22,455 Dth/Day             37,564 Dth/Day                 $430,032.67
May                      15,109 Dth/day                                  15,109 Dth/Day                 $178,733.43
June                     15,109 Dth/day                                  15,109 Dth/Day                 $172,967.83
July                     15,109 Dth/day                                  15,109 Dth/Day                 $178,733.43
August                   15,109 Dth/day                                  15,109 Dth/Day                 $178,733.43
September                15,109 Dth/day                                  15,109 Dth/Day                 $172,967.83
October                  15,109 Dth/day       29,166 Dth/Day             44,275 Dth/Day                 $523,755.54


Maximum Seasonal Qty                Nov. - Mar.               Apr. - Oct.
--------------------
                                            4,500,000                  2,242,666


Unnominated Winter Seasonal Qty                               990,666
-------------------------------

</TABLE>
<PAGE>

                Gas Sales And Portfolio Administration Agreement

                                                                IGC-Appendix K.7
Gas Sales And Portfolio Administration Agreement             Original Page No. 2
                                                                  August 1, 2002

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

     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 7 Variable Costs:
               Variable  Cost  Rates  under  the  effective  Texas  Gas NNS rate
               schedule and other applicable costs, if any as billed.

          d.   For ADS 7 Demand Costs:
               Demand Cost Rate as defined in  Paragraph 1 and other  applicable
               costs, if any as billed.

     4.   This ADS 7 service expires October 31, 2004.

     5.   Sellers  provisions  of ADS 7 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.7 may be amended from time to
time by mutual  agreement  of the Parties  which  amendment  ultimately  will be
memorialized in a revised Appendix K.7.


PROLIANCE ENERGY, LLC.                        INDIANA GAS COMPANY, INC.



By:  /s/ Terrence F. Peak                     By:  /s/ William S. Doty
     --------------------------------------        -----------------------------
     Terrence F. Peak                              William S. Doty
     --------------------------------------        -----------------------------
Its: Executive Vice President                 Its: SR. V.P.
     --------------------------------------        -----------------------------
<PAGE>
<TABLE>
<CAPTION>

                Gas Sales And Portfolio Administration Agreement

                                                                IGC-Appendix K.8
Gas Sales And Portfolio Administration Agreement             Original Page No. 1
                                                                  August 1, 2002



                    APPENDIX K.8 - Annual Delivery Service 8

Annual Delivery Service 8 TGT ("ADS 8")

     1.   Starting  November 1, 2000,  consistent  with  Buyer's  supply  plans,
          Seller shall  provide  Buyer with ADS 8 with the  following  delivered
          service entitlements:


Contract Months     Max Nominated Daily Qty   Max Unnominated Daily Qty  Total MDQ                 Monthly
---------------     -----------------------   -------------------------  ---------                 -------
                                                                                                   Demand$
                                                                                                   -------
<S>                      <C>                  <C>                        <C>                            <C>
November                 23,241 Dth/day       33,553 Dth/Day             56,794 Dth/Day                 $650,177.71
December                 23,241 Dth/day       33,553 Dth/Day             56,794 Dth/Day                 $671,850.30
January                  23,241 Dth/day       33,553 Dth/Day             56,794 Dth/Day                 $671,850.30
February                 23,241 Dth/day       33,553 Dth/Day             56,794 Dth/Day                 $606,832.53
                                                                         Leap Year                      $628,505.12
March                    23,241 Dth/day       33,553 Dth/Day             56,794 Dth/Day                 $671,850.30
April                    15,109 Dth/day       22,455 Dth/Day             37,564 Dth/Day                 $430,032.67
May                      15,109 Dth/day                                  15,109 Dth/Day                 $178,733.43
June                     15,109 Dth/day                                  15,109 Dth/Day                 $172,967.83
July                     15,109 Dth/day                                  15,109 Dth/Day                 $178,733.43
August                   15,109 Dth/day                                  15,109 Dth/Day                 $178,733.43
September                15,109 Dth/day                                  15,109 Dth/Day                 $172,967.83
October                  15,109 Dth/day       29,166 Dth/Day             44,275 Dth/Day                 $523,755.54


Maximum Seasonal Qty                Nov. - Mar.               Apr. - Oct.
--------------------
                                            4,500,000                  2,242,666


Unnominated Winter Seasonal Qty                               990,666
-------------------------------

</TABLE>
<PAGE>

                Gas Sales And Portfolio Administration Agreement

                                                                IGC-Appendix K.8
Gas Sales And Portfolio Administration Agreement             Original Page No. 2
                                                                  August 1, 2002

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

     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 8 Variable Costs:
               Variable  Cost  Rates  under  the  effective  Texas  Gas NNS rate
               schedule and other applicable costs, if any as billed.

          d.   For ADS 8 Demand Costs:
               Demand Cost Rate as defined in  Paragraph 1 and other  applicable
               costs, if any as billed.

          e.   For ADS 8 Fuel:
               Fuels under the currently effective Texas Gas NNS rate schedule.

     4.   This ADS 8 service expires October 31, 2003.

     5.   Sellers  provisions  of ADS 8 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.8 may be amended from time to
time by mutual  agreement  of the Parties  which  amendment  ultimately  will be
memorialized in a revised Appendix K.8.


PROLIANCE ENERGY, LLC.                        INDIANA GAS COMPANY, INC.



By:  /s/ Terrence F. Peak                     By:  /s/ William S. Doty
     --------------------------------------        -----------------------------
     Terrence F. Peak                              William S. Doty
     --------------------------------------        -----------------------------
Its: Executive Vice President                 Its: SR. V.P.
     --------------------------------------        -----------------------------
<PAGE>
                Gas Sales And Portfolio Administration Agreement

                                                                IGC-Appendix K.9
Gas Sales And Portfolio Administration Agreement             Original Page No. 1
                                                                  August 1, 2002



                    APPENDIX K.9 - Annual Delivery Service 9

Annual Delivery Service 9 TGT ("ADS 9")

     1.   Starting  November 1, 2001,  consistent with the Buyer's supply plans,
          Seller shall  provide  Buyer with ADS 9 with the  following  delivered
          service entitlements:

         Contract Months                Maximum Nominated           Monthly
            Daily Qty                                               Demand$
November                                  31,000 Dth/day        $312,480.00
December                                  31,000 Dth/day        $322,896.00
January                                   31,000 Dth/day        $322,896.00
February                                  31,000 Dth/day        $291,648.00
                                            Leap Year           $302,064.00
March                                     31,000 Dth/day        $322,896.00
April                                     10,000 Dth/day        $100,800.00
May                                       10,000 Dth/day        $104,160.00
June                                      10,000 Dth/day        $100,800.00
July                                      10,000 Dth/day        $104,160.00
August                                    10,000 Dth/day        $104,160.00
September                                 10,000 Dth/day        $100,800.00
October                                   10,000 Dth/day        $104,160.00


Maximum Seasonal Qty                Nov. - Mar.               Apr. - Oct.
--------------------
                                            4,681,000                  2,140,000

<PAGE>

                Gas Sales And Portfolio Administration Agreement

                                                                IGC-Appendix K.9
Gas Sales And Portfolio Administration Agreement             Original Page No. 2
                                                                  August 1, 2002



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

          b.   For ADS 9 Variable Costs:
               Variable  Cost  Rates  under  the  effective  Texas  Gas FT  rate
               schedule and other applicable costs, if any as billed.

          c.   For ADS 9 Demand Costs:
               Demand Cost Rate as defined in  Paragraph 1 and other  applicable
               costs, if any as billed.

          d.   For ADS 9 Fuel:
               Fuels under the currently effective Texas Gas FT rate schedule.

     4.   This ADS 9 service expires October 31, 2003.

     5.   Sellers  provisions  of ADS 9 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.9 may be amended from time to
time by mutual  agreement  of the Parties  which  amendment  ultimately  will be
memorialized in a revised Appendix K.9.


PROLIANCE ENERGY, LLC.                        INDIANA GAS COMPANY, INC.



By:  /s/ Terrence F. Peak                     By:  /s/ William S. Doty
     --------------------------------------        -----------------------------
     Terrence F. Peak                              William S. Doty
     --------------------------------------        -----------------------------
Its: Executive Vice President                 Its: SR. V.P.
     --------------------------------------        -----------------------------
<PAGE>
<TABLE>
<CAPTION>


                Gas Sales And Portfolio Administration Agreement

                                                               IGC-Appendix K.10
Gas Sales And Portfolio Administration Agreement             Original Page No. 1
                                                                  August 1, 2002



                   APPENDIX K.10 - Annual Delivery Service 10

Annual Delivery Service 10 TGT ("ADS 10")

     1.   Starting  November 1, 2000,  consistent  with  Buyer's  supply  plans,
          Seller shall provide  Buyer with ADS 10 with the  following  delivered
          service entitlements:


Contract Months     Max Nominated Daily Qty   Max Unnominated Daily Qty  Total MDQ                 Monthly
---------------     -----------------------   -------------------------  ---------                 -------
                                                                                                   Demand$
                                                                                                   -------
<S>                      <C>                  <C>                        <C>                            <C>
November                 15,192 Dth/day       26,495 Dth/Day             41,687 Dth/Day                 $559,647.98
December                 15,192 Dth/day       26,495 Dth/Day             41,687 Dth/Day                 $578,302.91
January                  15,192 Dth/day       26,495 Dth/Day             41,687 Dth/Day                 $578,302.91
February                 15,192 Dth/day       26,495 Dth/Day             41,687 Dth/Day                 $522,338.11
                                                                         Leap Year                      $540,993.04
March                    15,192 Dth/day       26,495 Dth/Day             41,687 Dth/Day                 $578,302.91
April                    11,066 Dth/day       17,417 Dth/Day             28,483 Dth/day                 $382,384.28
May                      11,066 Dth/day                                  11,066 Dth/Day                 $153,513.09
June                     11,066 Dth/day                                  11,066 Dth/Day                 $148,561.05
July                     11,066 Dth/day                                  11,066 Dth/Day                 $153,513.09
August                   11,066 Dth/day                                  11,066 Dth/Day                 $153,513.09
September                11,066 Dth/day                                  11,066 Dth/Day                 $148,561.05
October                  11,066 Dth/day       22,716 Dth/Day             33,782 Dth/Day                 $468,640.80


Maximum Seasonal Qty                Nov. - Mar.               Apr. - Oct.
--------------------
                                            3,462,143                  1,200,000
Unnominated Winter Seasonal Qty             1,168,151
-------------------------------


</TABLE>
<PAGE>

                Gas Sales And Portfolio Administration Agreement

                                                               IGC-Appendix K.10
Gas Sales And Portfolio Administration Agreement             Original Page No. 2
                                                                  August 1, 2002

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

     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 10 Variable Costs:
               Variable  Cost  Rates  under  the  effective  Texas  Gas NNS rate
               schedule and other applicable costs, if any as billed.

          d.   For ADS 10 Demand Costs:
               Demand Cost Rate as defined in  Paragraph 1 and other  applicable
               costs, if any as billed.

          e.   For ADS 10 Fuel:

               Fuels under the currently effective Texas Gas NNS rate schedule.

     4.   This ADS 10 service expires October 31, 2003.

     5.   Sellers  provisions  of ADS 10 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.10 may be amended from time to
time by mutual  agreement  of the Parties  which  amendment  ultimately  will be
memorialized in a revised Appendix K.10.


PROLIANCE ENERGY, LLC.                        INDIANA GAS COMPANY, INC.



By:  /s/ Terrence F. Peak                     By:  /s/ William S. Doty
     --------------------------------------        -----------------------------
     Terrence F. Peak                              William S. Doty
     --------------------------------------        -----------------------------
Its: Executive Vice President                 Its: SR. V.P.
     --------------------------------------        -----------------------------
<PAGE>
<TABLE>
<CAPTION>

                Gas Sales And Portfolio Administration Agreement

                                                               IGC-Appendix K.11
Gas Sales And Portfolio Administration Agreement             Original Page No. 1
                                                                  August 1, 2002

                   APPENDIX K.11 - Annual Delivery Service 11

Annual Delivery Service 11 ("ADS 11")

     1.   Starting March 1, 1999,  consistent with Buyer's supply plans,  Seller
          shall provide Buyer with ADS 11 with the following  delivered  service
          entitlements:


Contract Months     Maximum Daily ADS 11      Maximum Monthly ADS 11                   Monthly
---------------     --------------------      ----------------------                   -------
                                                                                       Demand$
                                                                                       -------
<S>                      <C>                  <C>                                           <C>
March                    51,431 Dth/day       51,431 Dth times the number of days in        $647,151.13
                                              the month
April                    51,431 Dth/day                                                     $626,275.29
May                      51,431 Dth/day                                                     $647,151.13
June                     51,431 Dth/day                                                     $626,275.29
July                     51,431 Dth/day                                                     $647,151.13
August                   51,431 Dth/day                                                     $647,151.13
September                51,431 Dth/day                                                     $626,275.29
October                  51,431 Dth/day                                                     $647,151.13
November                 51,431 Dth/day                                                     $626,275.29
December                 51,431 Dth/day                                                     $647,151.13
January                  51,431 Dth/day                                                     $647,151.13
February                 51,431 Dth/day                                                     $584,523.60
                                                                            Leap Year       $605,399.44

     2.   Delivery of these volumes will be into the Northeast system.

     3.   Buyer shall pay Seller as follows:

          a.   For ADS 11 Commodity as follows::
               Purchase  quantities  will be  determined  pursuant to Appendix E
               pricing.

          b.   For ADS 11 Variable Costs:
               Variable costs of $.0280/Dth
               Fuels  under  applicable  tariffs for  Panhandle  Eastern EFT and
               other applicable pipeline costs if any.
</TABLE>
<PAGE>


                Gas Sales And Portfolio Administration Agreement

                                                               IGC-Appendix K.11
Gas Sales And Portfolio Administration Agreement             Original Page No. 2
                                                                  August 1, 2002



          c.   For ADS 11 Demand Costs:
               Monthly  Demand  Cost Rate as  defined in  Paragraph  1 and other
               applicable pipeline costs, if any.

     4.   This ADS 11 service expires March 31, 2003.

     5.   Sellers  provisions  of ADS 11 shall be subject to the  provisions  of
          service reflected in Panhandle  Eastern EFT tariffs,  as well as other
          Panhandle  Eastern FERC tariffs as may be  applicable to the provision
          of those services.

Amendment

     Seller and Buyer agree that this  Appendix K.11 may be amended from time to
time by mutual  agreement  of the Parties  which  amendment  ultimately  will be
memorialized in a revised Appendix K.11.


PROLIANCE ENERGY, LLC.                        INDIANA GAS COMPANY, INC.



By:  /s/ Terrence F. Peak                     By:  /s/ William S. Doty
     --------------------------------------        -----------------------------
     Terrence F. Peak                              William S. Doty
     --------------------------------------        -----------------------------
Its: Executive Vice President                 Its: SR. V.P.
     --------------------------------------        -----------------------------
<PAGE>
<TABLE>
<CAPTION>


                Gas Sales And Portfolio Administration Agreement

                                                               IGC-Appendix K.12
Gas Sales And Portfolio Administration Agreement             Original Page No. 1
                                                                  August 1, 2002



                   APPENDIX K.12 - Annual Delivery Service 12

Annual Delivery Service 12 ("ADS 12")

     1.   Starting April 1, 2002,  consistent with Buyer's supply plans,  Seller
          shall provide Buyer with ADS 12 with the following  delivered  service
          entitlements:


Contract Months     Max Annual Nominated Daily Qty       Max Unnominated Daily Qty     Total MDQ
---------------     ------------------------------       -------------------------     ---------
<S>                           <C>                        <C>                                 <C>
April                         128,575 Dth/day            10,000 Dth/day*                     138,575 Dth/Day
May                           128,575 Dth/day                                                128,575 Dth/Day
June                          128,575 Dth/day                                                128,575 Dth/Day
July                          128,575 Dth/day                                                128,575 Dth/Day
August                        128,575 Dth/day                                                128,575 Dth/Day
September                     128,575 Dth/day                                                128,575 Dth/Day
October                       128,575 Dth/day            10,000 Dth/day*                     138,575 Dth/Day
November                      128,575 Dth/day            100,000 Dth/day                     228,575 Dth/Day
December                      128,575 Dth/day            100,000 Dth/day                     228,575 Dth/Day
January                       128,575 Dth/day            100,000 Dth/day                     228,575 Dth/Day
February                      128,575 Dth/day            100,000 Dth/day                     228,575 Dth/Day
March                         128,575 Dth/day            100,000 Dth/day                     228,575 Dth/Day


Maximum Unnominated Qty.   Oct. - April
------------------------     9,059,700

* Subject to nomination and availability within Maximum Unnominated Qty.

</TABLE>
<PAGE>

                Gas Sales And Portfolio Administration Agreement

                                                               IGC-Appendix K.12
Gas Sales And Portfolio Administration Agreement             Original Page No. 2
                                                                  August 1, 2002


     2.   Unless otherwise  agreed upon,  delivery of these volumes will be into
          the Northeast system.

     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.   Fuels under applicable  tariffs for Panhandle Eastern EFT, FS and
               other applicable pipeline costs if any.

          d.   For ADS 12 Nominated Quantities Variable Costs:
               Applicable pipeline costs if any as agreed to by both parties.

          e.   For ADS 12 Demand Costs as follows:
                    April - October: $2,635,101
                    November - March: $2,733,347



               and other  applicable  costs if any as billed.  Total Annual Cost
               for  these   services  shall  be   $32,112,439.   (Not  including
               penalties,  overrun charges,  etc as mutually agreed upon by both
               parties.)

     4.   Term:  50,000 Dth/day of Unnominated  Quantity expires March 31, 2003.
          77,144 Dth/day of Nominated  Quantity  expires March 31, 2003.  50,000
          Dth/day of Unnominated Quantity expires March 31, 2004. 51,431 Dth/day
          of Nominated Quantity expires March 31, 2004.

     5.   Sellers  provisions  of ADS 12 shall be subject to the  provisions  of
          PEPE EFT, FS, & GDS Tariffs as well as applicable FERC tariffs.

     6.   Additionally,  Seller  will  provide  Buyer  a  10,000  Dth/Day  point
          balancing service.

Amendment

     Seller and Buyer agree that this  Appendix K.12 may be amended from time to
time by mutual  agreement  of the Parties  which  amendment  ultimately  will be
memorialized in a revised Appendix K.12.

PROLIANCE ENERGY, LLC.                        INDIANA GAS COMPANY, INC.



By:  /s/ Terrence F. Peak                     By:  /s/ William S. Doty
     --------------------------------------        -----------------------------
     Terrence F. Peak                              William S. Doty
     --------------------------------------        -----------------------------
Its: Executive Vice President                 Its: SR. V.P.
     --------------------------------------        -----------------------------
<PAGE>
<TABLE>
<CAPTION>

                Gas Sales And Portfolio Administration Agreement

                                                               IGC-Appendix K.13
Gas Sales And Portfolio Administration Agreement             Original Page No. 1
                                                                  August 1, 2002



                   APPENDIX K.13 - Annual Delivery Service 13

Annual Delivery Service 13 ("ADS 13")

     1.   Starting August 1, 2002,  consistent with Buyer's supply plans, Seller
          shall provide Buyer with ADS 13 with the following  delivered  service
          entitlements:


Contract Months     Max Annual Nominated Daily Qty       Max Unnominated Daily Qty     Total MDQ
---------------     ------------------------------       -------------------------     ---------
<S>                            <C>                              <C>                            <C>
November                       3,810 Dth/day                    3,563 Dth/day                  7,373 Dth/day
December                       3,810 Dth/day                    3,563 Dth/day                  7,373 Dth/day
January                        3,810 Dth/day                    3,563 Dth/day                  7,373 Dth/day
February                       3,810 Dth/day                    3,563 Dth/day                  7,373 Dth/day
March                          3,810 Dth/day                    3,563 Dth/day                  7,373 Dth/day
April                          3,810 Dth/day                    3,563 Dth/day                  7,373 Dth/day
May                            3,810 Dth/day                    3,563 Dth/day                  7,373 Dth/day
June                           3,810 Dth/day                    3,563 Dth/day                  7,373 Dth/day
July                           3,810 Dth/day                    3,563 Dth/day                  7,373 Dth/day
August                         3,810 Dth/day                    3,563 Dth/day                  7,373 Dth/day
September                      3,810 Dth/day                    3,563 Dth/day                  7,373 Dth/day
October                        3,810 Dth/day                    3,563 Dth/day                  7,373 Dth/day


Maximum Unnominated Qty.   Nov. - Oct.
------------------------    213,750

</TABLE>
<PAGE>
                Gas Sales And Portfolio Administration Agreement

                                                               IGC-Appendix K.13
Gas Sales And Portfolio Administration Agreement             Original Page No. 2
                                                                  August 1, 2002



     2.   Unless otherwise  agreed upon,  delivery of these volumes will be into
          the Greensburg system.

     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.   Fuels under  applicable  tariffs for Texas Eastern SCT & SS-1 and
               other applicable pipeline costs if any.

          d.   For ADS 13 Nominated Quantities Variable Costs:
               Variable  costs under  applicable  tariffs for Texas  Eastern SCT
               tariff and other pipeline costs as agreed to by both parties.

          e.   For ADS 13 Un-nominated Quantities Variable Costs:
               Variable  costs under  applicable  tariffs for Texas Eastern SS-1
               tariff and other pipeline costs as agreed to by both parties.

          f.   For ADS 13 Nominated Demand Costs as follows:
                    September - August: $19,317.04
               and  other  applicable  costs if any as  billed.  (Not  including
               penalties,  overrun charges,  etc as mutually agreed upon by both
               parties.)

          g.   For ADS 13 Un-nominated Demand Costs as follows:
                    September - August: $21,821.33
               and other applicable costs if any as billed.

     4.   Term:  Nominated  Quantity  expires  October  31,  2003.   Unnominated
          Quantity expires April 30, 2005.

     5.   Sellers  provisions  of ADS 13 shall be subject to the  provisions  of
          TETCO SCT & SS-1 Tariffs as well as applicable FERC tariffs.

Amendment

     Seller and Buyer agree that this  Appendix K.13 may be amended from time to
time by mutual  agreement  of the Parties  which  amendment  ultimately  will be
memorialized in a revised Appendix K.13.

PROLIANCE ENERGY, LLC.                        INDIANA GAS COMPANY, INC.



By:  /s/ Terrence F. Peak                     By:  /s/ William S. Doty
     --------------------------------------        -----------------------------
     Terrence F. Peak                              William S. Doty
     --------------------------------------        -----------------------------
Its: Executive Vice President                 Its: SR. V.P.
     --------------------------------------        -----------------------------
<PAGE>
<TABLE>
<CAPTION>


                Gas Sales And Portfolio Administration Agreement

                                                                IGC-Appendix M.1
Gas Sales And Portfolio Administration Agreement             Original Page No. 1
                                                                  August 1, 2002



                    APPENDIX M.1 - Summer Delivery Service 1

Summer Delivery Service 1 ("SDS 1")

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

       Contract Months              Maximum Daily SDSI          Maximum Monthly SDS1                Monthly
                                                                                          Demand $
<S>                             <C>    <C>                   <C>                          <C>
April                           30,113 0th/day               30,113    Dth   times   the  $121,325.28
                                                             number   of   days  in  the
                                                             month.
May                             30,113 Dth/day                                            $125,369.45
June                            30,113 Dth/day                                            $121,325.28
July                            30,113 Dth/day                                            $125,369.45
August                          30,113 Dth/day                                            $125,369.45
September                       30,113 Dth/day                                            $121,325.28
October                         30,113 Dth/day                                            $125,369.45

     2.   These delivery service entitlements shall be available at the PEPL-ANR
          Defiance interconnect,  subject to availability, within Buyer's supply
          plan, of unutilized  entitlements at the Indiana Gas Gate on Panhandle
          Eastern Pipeline.

     3.   Buyer shall pay Seller as follows:

          a.   For SDS 1 Variable Costs:
               Variable  cost of $.005/Dth  Fuels under  applicable  tariffs for
               Panhandle Eastern EFT.

          b.   For SDS 1 Demand  Costs:
               Monthly  Demand  Cost Rate as  defined in  Paragraph  1 and other
               applicable pipeline costs if any.

     4.   This SDS 1 service expires March 31, 2003.

     5.   Sellers  provisions  of SDS I shall be  subject to the  provisions  of
          service reflected in Panhandle  Eastern EFT tariffs,  as well as other
          Panhandle  Eastern FERC tariffs as may be  applicable to the provision
          of those services.
</TABLE>
<PAGE>

                Gas Sales And Portfolio Administration Agreement

                                                                IGC-Appendix M.1
Gas Sales And Portfolio Administration Agreement             Original Page No. 2
                                                                  August 1, 2002



Amendment

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

PROLIANCE ENERGY, LLC.                        INDIANA GAS COMPANY, INC.



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