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EXHIBIT 10(b)
[PEC Letterhead]
June
30, 2005
Mr. Theodore R. Tetzlaff
General Counsel
Peoples Energy Corporation
130 East Randolph Drive
Chicago, IL 60601
Dear Ted:
Since August 2003, you have
served as General Counsel of Peoples Energy Corporation ("Peoples
Energy"). Effective May 12, 2005, you were elected by each
subsidiary of Peoples Energy to serve as General Counsel. You have
advised Peoples Energy that as of June 1, 2005, you have
withdrawn from all associations with McGuireWoods LLP, and that you
will be affiliating with another law firm. Please let this letter
confirm our understanding of certain terms concerning your
continued service as General Counsel of Peoples Energy and its
subsidiaries (collectively, "Peoples").
Peoples' Board of Directors
elected you General Counsel, to serve at the pleasure of the Board,
with the understanding that during your tenure as General Counsel
you may be a partner in a private law firm and engage in the
practice of law with such firm. You have agreed to devote
whatever
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