EXHIBIT 10(a)

PEOPLES ENERGY CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN

(Amended as of October 1, 2001)

1. An Eligible Employee may irrevocably elect to defer the payment of all or a part of a Bonus for a single Year in accordance with the following requirements by giving notice to the Company. Each notice shall include an irrevocable election of a deferral period which shall be not less than twenty-four (24) months nor more than two-hundred forty (240) months and which shall end on the last day of a month. Such notice of election must be made on or before October 30 of the fiscal year with respect to which the Bonus to be deferred would be paid. For example, an election with respect to a Bonus for the fiscal year ending September 30, 1995 must be made on or before October 30, 1994. A separate notice will be required for each Bonus deferral. The notice must specify that 25%, 50%, 75% or 100% of the Bonus is to be deferred. However, no deferral will be allowed in an amount less than $15,000. If the Bonus with respect to which the election is made is in an amount less than $15,000, the Participant's election under this Plan shall be ineffective and the Bonus shall be paid to the Participant in the same manner as such Bonus would have been paid had no election been made. In the event that the Bonus with respect to which the election is made is $15,000 or more, but the product of the elected deferral percentage and the amount of the Bonus is less than $15,000, then the amount deferred and credited to the Participant's Account from such Bonus shall be $15,000.
2. An Eligible Employee may irrevocably elect to defer all or a part of the base pay otherwise payable to such Employee during any calendar year in accordance with the following requirements by giving notice to the Company. Each notice shall include an irrevocable election of a deferral period which shall be not less than twenty-four (24) months nor more than two hundred forty (240) months and which shall end on the last day of a month. Such notice of election must be made on or before the December 31 preceding the calendar year with respect to which the election relates. A separate notice will be required for each calendar year. The notice must specify the percentage of base pay that is to be deferred.
3. An Eligible Employee who is a participant in the Long-Term Incentive Plan for Diversified Business Units may irrevocably elect to defer all or a part of a Bonus under that Plan in accordance with the following requirements by giving notice to the Company. Each notice shall include an irrevocable election of a deferral period which shall be not less than twenty-four (24) months nor more than two hundred forty (240) months and which shall end on the last day of a month. Such notice of election must be made on or before October 30 of the fiscal year with which the applicable performance period ends. For example, an election with respect to a Bonus for the three-year performance period ending September 30, 2003 must be made on or before October 30, 2002. A separate notice will be required for each Bonus deferral. The notice must specify that 25%, 50%, 75% or 100% of the Bonus is to be deferred. However, no deferral will be allowed in an amount less than $15,000. If the Bonus with respect to which the election is made is in an amount less than $15,000, the Participant's election under this Plan shall be ineffective and the Bonus shall be paid to the Participant in the same manner as such Bonus would have been paid had no election been made. In the event that the Bonus with respect to which the election is made is $15,000 or more, but the product of the elected deferral percentage and the amount of the bonus is less than $15,000, then the amount deferred and credited to the Participant's Account from such Bonus shall be $15,000.
4. An amount equal to the Bonus or portion thereof which a Participant has elected to have deferred shall be credited by the Company to an Account in the name of the Participant on the date the Bonus subject to the deferral election would otherwise be paid to the Participant. A separate Account will be established for each deferred Bonus or portion thereof.
5. An amount equal to the portion of the base pay which the Participant has elected to defer shall be credited by the Company to an Account for base pay deferrals in the name of the Participant on the date the base pay would otherwise be paid to the Participant.
6. Interest equivalents will be credited to each Account quarterly on the last day of each December, March, June and September. Interest equivalents shall be computed based on the daily average of the prime commercial rate (or its equivalent) in effect during each such quarter by Harris Trust and Savings Bank and the average daily Balance in the Account during such quarter. In the event there is a final distribution from an Account during a calendar quarter, interest shall be credited with respect to such distributed amount from the first day of the quarter through the day of distribution.
7. Subject to the following provisions of this Section 6, a Participant shall be paid the balance in the Participant's Accounts in cash, and in a single lump sum, on the fifteenth day of the first month following the end of the deferral period or in January of the calendar year following his or her Termination of Service other than on account of the Participant's death, if earlier. In the event of the death of a Participant, the balance in the Participants' Accounts shall be paid to the Participant's Beneficiary in cash, and in a single lump sum, in January following the calendar year of the Participant's death.
8. The foregoing notwithstanding, in the event a Participant's Termination of Service is on account of disability or Retirement, such Participant may elect to receive payment in installments over a period not to exceed ten (10) years. Such election shall be made no later than December 1 of the calendar year prior to the calendar year payment under paragraph A above would otherwise be made and shall be irrevocable. If a Participant elects payment in installments, the undistributed balance in such Participant's Account shall continue to be credited with interest equivalents pursuant to Section 4 above.
9. The foregoing notwithstanding, a Participant may, with the consent of the Committee, elect to receive a distribution from the Participant's Accounts in the event the Participant shall have suffered a severe financial emergency or hardship as determined under guidelines established by the Committee. A Participant who receives a distribution under this paragraph C shall not be allowed to make a deferral election for the Year in which such distribution is received or for any of the following three Years.
10. The foregoing notwithstanding, the payment of any amount credited to the Accounts of a Participant pursuant to Section 5 above may be deferred by the Company for as long as may be reasonably necessary for the Company to determine the amount of such credit. No amount shall be paid by the Company pursuant to Section 5 above prior to the date that the Participant or any of the Participant's beneficiaries commences to receive benefits under the Retirement Plan. No amount shall be paid by the Company pursuant to Section V above and the Participant shall have no right to any such amount in the event that the Participant dies and no benefits under the Retirement Plan are payable with respect to the Participant or any of the Participant's beneficiaries.
11. All payments made hereunder shall be net of all applicable federal, state or local taxes which the Company is required to withhold from such payments.
12. A Participant may, by giving notice to the Company during the Participant's lifetime, designate (i) a Beneficiary or Beneficiaries to whom distribution of any remaining Balances in such Participant's Accounts will be made in the event of the Participant's death, and (ii) the specific amounts or proportions of available Balances to be distributed to each such designated Beneficiary if more than one Beneficiary is properly designated. Any such designation may be revoked or changed by the Participant at any time and from time to time by similar notice. If there is no such designated Beneficiary living upon the death of the Participant or if all such designated Beneficiaries die prior to distribution of all of a Participant Balances under this Plan, any remaining distribution shall be made to the Participant's surviving spouse or if none the then remaining Balances will be distributed to the estate or personal representative of the Participant.
13. If the Company, after reasonable inquiry, is unable within twelve calendar months to determine whether any designated Beneficiary did in fact survive the event that entitled such Beneficiary to receive distribution under this Plan, it will be conclusively presumed that such Beneficiary did in fact die prior to such event.
14. to construe this Plan and make equitable adjustments for any mistakes or errors made in the administration of this Plan;
15. to determine all questions arising in the administration of this Plan, including the power to determine the rights of Participants and their Beneficiaries and the amount of their respective interests;
16. to adopt such rules and regulations as it may deem reasonably necessary for the proper and efficient administration of this Plan consistent with its purposes, specifically including, but not by way of limitation, rules for determining what constitutes a severe financial emergency or hardship for purposes of Section 6, paragraph (C) above;
17. to enforce this Plan in accordance with its terms and with the rules and regulations adopted by the Committee;
18. to do all other acts which in its judgment are necessary or desirable for the proper and advantageous administration of this Plan.