Exhibit
      10.1.20





[Strategic
      Energy, L.L.C. Logo]





**EXECUTIVE
      COMMITTEE**


**ANNUAL
      INCENTIVE PLAN**


**January
      1, 2007**








**Objective**





The
      Strategic Energy, L.L.C. (SE) Annual Incentive Plan (“Plan”) is designed to
      motivate and reward team members to achieve specific key financial and business
      goals and to also reward individual performance. By providing market-competitive
      target awards, the Plan supports the attraction and retention of talent critical
      to achieving SE’s strategic business objectives.





Eligible
      participants include all non-commissioned employees as approved by the CEO
&
President (CEO) of SE.




**Target
      Awards**





Target
      award levels are approved by the Compensation and Development Committee
      (“Committee”) of the Board of Directors and set as a percentage of the
      participant’s base salary. Percentages will vary based on level of
      responsibility, market data and internal comparisons.





**Plan
      Year and Incentive Objectives**





The
“Plan
      Year” will be the fiscal year beginning on January 1 and ending on December 31.
      Within the first 90 days of the Plan Year, the Committee will approve specific
      annual objectives and performance targets that are applicable to each
      participant. Annual objectives will include core earnings as a financial
      objective weighted at 40% and relating to the earnings for the participant’s
      primary business or as determined by the Committee; 40% reflecting key SE
      business objectives; and 20% as an individual performance component. Each
      objective is subject to an established threshold, target and maximum level.
      Each
      participant will be provided a copy of the applicable objectives and targets
      within the first 90 days of the year (see Appendix I). Objectives, thresholds,
      targets and maximums for each Plan Year will be fixed for the Plan Year and
      will
      be changed only upon the approval of the Committee.





**Payment
      of Awards**





Approved
      awards will be payable to each participant as soon as practicable after the
      end
      of the Plan Year and after the Committee has certified the extent to which
      the
      relevant objectives were achieved. The awards will be paid in a lump sum cash
      payment, less applicable taxes.





The
      size
      of an individual participant’s award will be determined based on performance
      against the specific objectives and performance targets approved by the
      Committee. Assuming the threshold level for core earnings is met, each goal
      will
      pay out at 100% for target levels of goal performance; 50% for threshold levels
      of goal performance; and 200% for a maximum level of goal performance for the
      Core Financial and Key Business Objectives. For the Individual Performance
      Objectives, assuming the threshold level for core earnings is met, pay out
      will
      range from 0% up to 200% at the SE CEO & President’s discretion and approved
      by the Committee, based upon discretionary measures with judgment made on
      personal work progress. Awards will be extrapolated for performance between
      threshold and target, and between target and superior levels. Individual awards
      will not be paid if the threshold level of core earnings is not met.





The
      annual target award percentage of base salary is stated in the participant’s
      original offer or information change letter. An award for a person who becomes
      a
      participant during a Plan Year will be prorated unless otherwise determined
      by
      the Committee. A participant who receives a salary or grade change in the Plan
      Year will receive a bonus that is based upon months of service and salary as
      of
      the effective change date. A participant who retires during a Plan Year will
      receive a prorated award as of his or her retirement date unless otherwise
      determined by the Committee. Prorated awards will be payable in the event of
      death or disability of the employee. For prorating purposes, a participant
      hired
      on or before the 15 th of the
      month will receive credit for that month, and a participant hired on or after
      the 16 th of the
      month will receive credit in the next month.





A
      participant must be on active payroll at the time of disbursement to be eligible
      for payment. The Company may deduct from any award all applicable withholding
      and other taxes.





**Administration**





The
      Committee has the full power and authority to interpret the provisions of the
      Plan and has the exclusive right to modify, change, or alter the plan at any
      time.








#
      #
      #





**ANNUAL
      INCENTIVE OBJECTIVES - 2007**


**APPENDIX
      I**





**40%
                of Payout**
            **Core
                Financial Objectives**
            **Weighting**
            **50%**
              **Threshold***
            **100%**
              **Target**
            **200%**
              **Superior**1.
                Core Earnings (IBT)
            40%
            (1)
            (1)
            (1)**40%
                of Payout**
            **Key
                Business Objectives**
            **Weighting**
            **50%**
              **Threshold**
            **100%**
              **Target**
            **200%**
              **Superior**2.
                Originated Margin
            20%
            (1)
            (1)
            (1)3.
                Project 2-3-0 Process
              Improvement
            10%
            (1)
            (1)
            (1)4.
                MWhs Under Management
            10%
            (1)
            (1)
            (1)**Individual
                Performance Objectives**
            **Weighting**
            **100%**
            **150%**
            **200%****20%
                of Payout**
            5.
                Employee annual appraisal
            20%
            Discretionary
                measure. Judgment made on personal work
                progress.





* If
      performance falls below the threshold, we will attribute 0% to that element
      of
      the Annual Incentive Plan.


(1)
      Confidential information.