EXHIBIT 10(c)

REDACTED COPY

CONFIDENTIAL TREATMENT REQUESTED

Confidential material has been separately filed with the U.S. Securities and Exchange Commission under an application for confidential treatment. Terms for which confidential treatment has been requested have been omitted andmarked with an asterisk [ * ]

FIRM TRANSPORTATION AGREEMENT

	This AGREEMENT, entered into as of the 22nd day of October 2000, by and between Northern Illinois Gas Company d/b/a Nicor Gas Company, hereinafter referred to as "NICOR Gas" or "Nicor Gas", and North Shore Gas Company, hereinafter referredto as "North Shore."

Witnesseth:

Whereas, Nicor Gas is a public utility subject to the regulatory jurisdiction of the Illinois Commerce Commission under the Illinois Public Utilities Act; and 

Whereas, North Shore is a public utility subject to the jurisdiction of the Illinois Commerce Commission under the Illinois Public Utilities Act; and

Whereas, North Shore desires to effectuate transportation service for general system supply deliveries; and

Whereas, Nicor Gas currently owns, operates and maintains certain natural gas transmission facilities which could be used to transport natural gas within the state of Illinois from the facilities of ANR Pipeline Company near Hampshire, Illinoisto the facility of North Shore; and

Now, Therefore, in consideration of the premises of the mutual agreements hereinafter set forth, Nicor Gas and North Shore agree as follows:

Article I. Definitions

The term " 
gas
" shall mean natural gas that meets the quality standards contained in ANR Pipeline Company's FERC Gas Tariff.
The term " 
day
 " shall mean the period of twenty four (24) consecutive hours beginning and ending at 9:00 a.m. Central Time (prevailing time in the Central Time Zone). The date of a day shall be that of its beginning.
The term "
month
" shall mean a period beginning with the first day of the calendar month and extending through the last day of that month.
The term "
cubic foot of gas
" for the purpose of gas measurement hereunder shall mean the amount of gas necessary to fill a cubic foot of space in an absolute pressure base of fourteen and seventy-hundredths pounds per square inch absolute(14.65 psia) at a temperature of sixty (60) degrees Fahrenheit.
The term "
Mcf
" for the purpose of gas measurement hereunder shall mean one thousand (1,000) cubic feet of natural gas.
The term "
Btu
" shall mean one (1) British Thermal Unit, the amount of heat required to raise the temperature of one (1) pound of water one (1) degree Fahrenheit at sixty (60) degrees Fahrenheit and the term " 
MMBtu"
, shall mean onemillion (1,000,000) Btu.
The term "
thermally equivalent
" shall mean an equal amount of heating value, expressed in Btu or MMBtu.
The term "
receipt 
point" shall mean the point at which NICOR Gas shall receive natural gas deliveries from North Shore. The receipt point shall be the interconnection between ANR Pipeline Company's facilities and Nicor Gas' facilities known asHampshire.
The term "
delivery point
" shall mean the point at which NICOR Gas shall make natural gas deliveries to North Shore. The delivery point shall be the interconnection between Nicor Gas' facilities and North Shore's facilities known as Busse Road.
The term "
contract year
" shall mean any period of twelve consecutive months, which ends on October 31st during the term of this Agreement.

Article II. Firm Transportation Service

Maximum Daily Service. 
The maximum daily firm contract quantity of gas which NICOR Gas shall transport from the receipt point to the delivery point for North Shore hereunder shall be [ * ] MMBtu; provided; however, NICOR Gas may, upon NorthShore's request and within NICOR Gas' sole discretion agree from time to time to provide daily transportation service which exceeds [ * ] MMBtu on any day. For the purpose hereof, any service provided in excess of NICOR Gas' daily firm obligationhereunder shall be referred to as "excess daily service".
**Service Nominations. 
Service under this Agreement shall be subject to NICOR Gas' receipt of daily service nominations or mid-day changes in daily service nominations. All such service nominations shall be made to the Gas Control Department ofNICOR Gas by telephone call and subsequently verified by electronic or telephone facsimile transmission of a form provided for that purpose. Daily service nominations shall be submitted by 9:00 a.m. on the day prior to the start of any day on which gas isto flow. Any mid-day change in service nomination shall, unless otherwise agreed to by NICOR Gas, be submitted at least one hour in advance of such mid-day service change.

NICOR Gas reserves the right to contact North Shore for the purposes of confirming any nominations hereunder. Each firm service nomination hereunder shall be deemed to be confirmed by NICOR Gas unless NICOR Gas specifically notifies North Shore Gaswithin one hour following such service nomination that North Shore has failed to confirm such nomination or if North Shore is unable to receive a comparable hourly rate of transportation deliveries. NICOR Gas shall have no obligation to accept or confirmany mid-day nomination change, which revises the total daily delivery volume to less than the total volume of gas which NICOR Gas has already delivered to North Shore for that day. Any nominations by North Shore for excess daily services shall be deemeddenied unless expressly confirmed by NICOR Gas within one hour of the time NICOR Gas receives any request for excess daily service.
**Receipt and Delivery Pressures

NICOR Gas shall have no obligation to accept the receipt of gas from North Shore at any hourly rate which exceeds 6.25% of any confirmed daily service nomination. Further, no such excess gas shall be accepted for receipt unless NICOR Gas caneffectuate a comparable hourly rate of gas deliveries, on a thermally equivalent basis, into North Shore's facility. For the purpose hereof, NICOR Gas shall have no transportation service obligation unless North Shore can effectuate the delivery of gasinto the NICOR Gas system at the receipt point. Same day transportation deliveries by NICOR Gas to North Shore shall be effectuated at a delivery pressure of not less than 275 pounds per square inch. NICOR Gas shall have no transportation serviceobligation unless North Shore can accept NICOR Gas deliveries at the delivery point.

2.04	**Unauthorized Daily Services
For the purpose hereof, unauthorized daily service shall mean any variation, either positive or negative, by which North Shore's actual delivery to NICOR Gas on any day at the receipt point varies by more than five percent, or by such othervariation as the parties may mutually determine and designate for limited periods due to operating reasons, from the service quantity which was nominated and confirmed for that day. In the event of any such unauthorized daily service, North Shore shall,in addition to all other charges hereunder, become responsible for any unauthorized daily service charge which shall be equal to the product of multiplying (1) the total variation between the actual and nominated receipts from North Shore at the receiptpoint for such day of unauthorized daily by (2) the greatest of (i) the per MMBtu unit charge of any applicable pipeline penalty or penalties incurred by Nicor Gas as a result of any use of unauthorized daily service hereunder, (ii) the applicable perMMBtu unit charge under North Shore's Illinois Commerce Commission tariff for any similar use of unauthorized daily service, or (iii) a charge of [ * ] per MMBtu.

2.05 	**Failure of Transportation Service.
For the purpose hereof, failure of transportation service shall mean any variation, positive or negative, by which Nicor Gas' actual delivery to North Shore at the delivery point varies, by more than five percent or by such other variation as theparties may mutually determine and designate for limited periods due to operating reasons, from the quantity delivered by North Shore to Nicor Gas at the receipt point. In the event of any such failure in which the delivery at the delivery point is lessthan delivery at the receipt point, Nicor Gas shall be liable to North Shore for (a) the product of [ * ] per MMBtu and the quantity of the variation, and (b) any actual pipeline charges or penalties incurred by North Shore as a result of such failure. Inthe event of any such failure in which the delivery at the delivery point is greater than delivery at the receipt point, Nicor Gas shall be liable to North Shore for any actual pipeline charges or penalties incurred by North Shore as a result of suchfailure.
**Article III. Charges and Terms of Payment
Charges.

The following charges shall apply for each month during the contract term hereof:
- A monthly reservation charge of [ * ], applicable to each of the months of November through March in each contract year; which is equal to North Shore's maximum daily firm contract quantity of [ * ] MMBtu times [ * ] per MMBtu times 151 days dividedby 5 months, and
- A monthly commodity charge equal to the total of: 1) the product obtained by multiplying the total MMBtu of firm volumes received from North Shore at the receipt point by [ * ] per MMBtu, and 2) the product obtained by multiplying the total MMBtu ofdaily excess service volumes received from North Shore at the receipt point by [ * ] per MMBtu up to [ * ] MMBtu per day. Such charges and amounts shall be inclusive of any unaccounted for gas requirement by NICOR Gas; and
- Any charge or amount as agreed upon or otherwise assessed pursuant to Sections 2.04, 3.04, and 3.06 hereof; 

3.02	**Billing. 
No later than the tenth (10th) of each calendar month NICOR Gas shall render an invoice, including supporting volume statements, to North Shore for firm and interruptible excess transportation service during the previous month. 

3.03**	Notices.
Any notice required or permitted to be given under this Agreement, or any notice that North Shore or Nicor Gas may desire to give to the other, shall be in writing and shall be deemed to have been received (i) upon receipt thereof if sent by handdelivery; (ii) on the day of transmission if sent by facsimile on a business day or on the next following business day if sent on a non-business day or after 5:00 p.m. Central Time on a business day; or (iii) upon the third business day following theposting thereof if sent by mail, provided such notice is addressed as follows:

Notices, except for operating communications, to North Shore shall go to:

North Shore Gas Company**************