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Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT THIS
REGISTRATION RIGHTS AGREEMENT(this Agreement) is made as of
December 17, 1999, by and between INTELECT COMMUNICATIONS, INC., a Delaware
corporation (ICIor the Company), and THE COASTAL CORPORATION SECOND
PENSION TRUST(Purchaser). W I T N E S S : WHEREAS,on the date hereof, Purchaser received from the Company Warrants
to purchase shares of the Companys common stock, $.01 par value (the Common
Stock) which may be exercised to acquire a certain number of shares of Common
Stock, subject to adjustment (the Shares); WHEREAS,the Company wishes to grant Purchaser certain registration
rights in respect of the Shares, as set forth herein. NOW, THEREFORE,in consideration of the mutual promises and covenants set
forth herein, the parties hereby agree as follows: ARTICLE I
DEFINITIONS As used in this Agreement, the following terms shall have the meanings set
forth below: Commissionshall mean the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act. Common Stockshall have the meaning given in the second recital. Companyshall have the meaning given in the Preamble. Exchange Actmeans the Securities Exchange Act of 1934. Indemnified Partyshall have the meaning given in Section 2.5.3. Indemnifying Partyshall have the meaning given in Section 2.5.3. Purchasershall have the meaning given in the Preamble. Subscription Agreementshall mean that certain Subscription Agreement
for Common Stock Units of even date herewith between ICI and Purchaser. The terms register, registered,and registrationrefer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering by the
Commission of the effectiveness of such registration statement. Registrable Securitiesshall mean (i) the Shares; and (ii) any Common
Stock issued or issuable at any time or from time to time in respect of the
Shares upon a stock split, stock dividend, recapitalization or other similar
event involving the Company. Registration Expensesshall mean all expenses, other than Selling
Expenses (as defined below), incurred by the Company in complying with this
Agreement, including, without limitation, all registration, qualification and
filing fees, exchange listing fees, printing expenses, escrow fees, fees and
disbursements of counsel for the Company, Blue Sky




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fees and expenses, the
expense of any special audits incident to or required by any such
registration (but excluding the compensation of regular employees of the
Company which shall be paid in any event by the Company). Registration Statementshall have the meaning given in Section 2.1.1. Securities Actshall mean the Securities Act of 1933, as amended, or any
similar federal statute and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time. Selling Expensesshall mean all underwriting discounts, selling
commissions and stock transfer taxes applicable to the securities registered by
the holders of the Registrable Securities and, except as set forth above, all
fees and disbursements of counsel for such holders. Selling Security Holdershall have the meaning given in Section 2.5.4. Sharesshall mean Common Stock acquired by Purchaser through exercise of
the Warrants. Underwritten Public Offeringshall mean a public offering in which the
Common Stock is offered and sold on a firm commitment basis through one or more
underwriters, all pursuant to (i) an effective registration statement under the
Securities Act and (ii) an underwriting agreement between the Company and such
underwriters. Warrants means a Warrant to purchase shares of ICIs Common Stock, par
value $.01 per share, dated as of the date hereof, executed by ICI in favor of
Holder, as hereafter amended, modified, substituted, supplemented or replaced. ARTICLE II
REGISTRATION RIGHTS 2.1     Demand Registration. 2.1.1     Subject to the Subscription Agreement and the rules and regulations
of the Commission, at any time and from time to time, Purchaser may make a
one-time written demand upon the Company to file, within sixty (60) days after
such written demand is made, a registration statement covering the resale of
all of the Registrable Securities on Form S-1, S-2 or S-3 as appropriate with
the Commission (the Demand Registration Statement). The Company shall use
its reasonable best efforts to cause such Registration Statement to become
effective as soon after filing as practicable and to cause all of the
Registrable Securities to be qualified in such state jurisdictions as the
holders may request. 2.1.2     Except as set forth herein, the Company shall take all reasonable
steps necessary to keep the Registration Statement current and effective until
the lesser of: (i) two years and (ii) until the Registrable Securities are
transferable pursuant to Rule 144 under the Securities Act without the volume
limitations set forth in such rule. 2.1.3     The Company shall be entitled to require that a holder or holders of
Registrable Securities refrain from effecting any public sales or distributions
of the Registrable Securities pursuant to a Registration Statement that has
been declared effective by the Commission or otherwise, if the board of
directors of the Company reasonably determines that such public sales or
distributions would interfere in any material respect with any transaction
involving the Company that the board of directors reasonably determines to be
material to the Company. The board of directors shall, as promptly as
practicable, give the holders of the Registrable Securities written notice of
any such development. In the event of a request by the board of directors of
the Company that the holders of Registrable Securities refrain from effecting
any public sales or distributions of the Registrable Securities, the Company
shall be required to lift such restrictions regarding effecting public sales or
distributions of the Registrable Securities as soon as reasonably practicable
after the board of directors shall reasonably determine public sales or
distributions by the holders of the Registrable Securities shall not interfere
with such transaction, provided,that in no event shall any requirement that
the holders of Registrable Securities refrain from effecting public sales or
distributions if the Registrable Securities extend for more than ninety (90)
days. -2-




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2.1.4     Notwithstanding the foregoing, the one-time demand registration
rights provided in this Section 2.1 shall be subject to the following
additional limitations:  (i)
    
    Company shall not be obligated to file such
Registration Statement on a Form S-2 or S-3 if it does not
then meet the requirements (including the financial statement
requirements) of such Form, and if the Company is required to
file a Form S-1, it should not be obligated to file the Form
S-1 until it shall have prepared current financial statements
as required by Form S-1;(ii)
    
    If, upon receipt of any request for registration
of Registrable Securities pursuant to this Section 2.1, the
Company has then engaged a reputable and nationally or
regionally recognized securities or investment banking firm
for a registered public offering of Shares of Common Stock,
then the Company shall give notice of such negotiations to all
holders of Registrable Securities within fifteen (15) days of
the date upon which the Company received such holders request
and the Company shall not, for sixty (60) days after giving
such notice to such holders, be required to undertake a
required registration of the Registrable Securities pursuant
to this Section 2.1 in response to such holders request;
provided, however, that if such registration statement of such
proposed public offering is not filed within sixty (60) days
after the Company gives such notice to holders of the
Registrable Securities, the Company shall respond to the
holders request for registration of Registrable Securities
and, unless otherwise required by the provisions of this
Section 2.1, register such Registrable Securities, no later
than twenty (20) days after the expiration of such sixty (60)
day period and as provided herein. 2.2     Piggyback Registration. 2.2.1     Subject to the terms hereof, if at any time or from time to time the
Company or any shareholder of the Company shall determine to register any of
its securities (except for registration statements relating to employee benefit
plans or exchange offers), either for its own account or the account of a
security holder, the Company will promptly give to the holders of Registrable
Securities written notice thereof not less than 30 days prior to the filing of
any registration statement; and include in such registration (and any related
qualification under Blue Sky laws or other compliance), and in the underwriting
involved therein, if any, such Registrable Securities as such holders may
request in a writing delivered to the Company within twenty (20) days after the
holders receipt of Companys written notice. 2.2.2     The holders of Registrable Securities may participate in any number
of registrations until all of the Shares held by holders of Registrable
Securities have been distributed pursuant to a registration or until the Shares
are transferable pursuant to Rule 144 under the Securities Act. 2.2.3     If any registration statement is an Underwritten Public Offering,
the right of holders of Registrable Securities to registration pursuant to this
Section shall be conditioned upon each such holders participation in such
reasonable underwriting arrangements as the Company shall make regarding the
offering, and the inclusion of Registrable Securities in the underwriting shall
be limited to the extent provided herein. Holders of Registrable Securities
and all other shareholders proposing to distribute their securities through
such underwriting shall (together with the Company and the other holders
distributing their securities through such underwriting) enter into an
underwriting agreement in customary form with the managing underwriter selected
for such underwriting by the Company. Notwithstanding any other provision of
this Section, if the managing underwriter concludes in its reasonable judgment
that the number of Shares to be registered for selling shareholders (including
the holders of Registrable Securities) would materially adversely effect such
offering, the number of Shares to be registered, together with the number of
Shares of Common Stock or other securities held by other shareholders proposed
to be registered in such offering, shall be reduced on a pro rata basis based
on the number of Shares proposed to be sold by the holders of Registrable
Securities as compared to the number of Shares proposed to be sold by all
shareholders. If any holder of Registrable Securities disapproves of the
terms of any such underwriting, it may elect to withdraw therefrom by written
notice to the Company and the managing underwriter, delivered not less than 10
days before the effective date. The Registrable Securities -3-




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excluded by
the managing underwriter or withdrawn from such underwriting shall be withdrawn
from such registration, and shall not be transferred in a public distribution
prior to one hundred twenty (120) days after the effective date of the
registration statement relating thereto, or such other shorter period of time
as the underwriters may require. 2.2.4     The Company shall have the right to terminate or withdraw any
registration initiated by it under this Section prior to the effectiveness of
such registration whether or not the holders of Registrable Securities have
elected to include securities in such registration. 2.3     Expenses of Registration.All Registration Expenses shall be borne by
the Company. Unless otherwise stated herein, all Selling Expenses relating to
securities registered on behalf of the holders of Registrable Securities shall
be borne by the holders of Registrable Securities. 2.4     Registration Procedures.In the case of each registration,
qualification or compliance effected by the Company pursuant to this Agreement,
the Company will keep the holders of Registrable Securities advised in writing
as to the initiation of each registration, qualification and compliance and as
to the completion thereof. At its expense, the Company will: 2.4.1     Prepare and file with the Commission a registration statement with
respect to such securities and use its commercially reasonable efforts to cause
such registration statement to become and remain effective until the
distribution described in such registration statement has been completed; 2.4.2     Furnish to each underwriter such number of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents as such underwriter may reasonably
request in order to facilitate the public sale of the Shares by such
underwriter, and promptly furnish to each underwriter and the holders of
Registrable Securities notice of any stop-order or similar notice issued by the
Commission or any state agency charged with the regulation of securities, and
notice of any NASDAQ or securities exchange listing; and 2.4.3     Cause the Shares to be listed on the NASDAQ small-cap market or a
securities exchange on which the Common Stock is approved for listing. 2.5     Indemnification. 2.5.1     To the extent permitted by law, the Company will indemnify each
holder of Registrable Securities, each of its officers and directors and
partners, and each person controlling such holder within the meaning of Section
15 of the Securities Act, with respect to which registration, qualification or
compliance has been effected pursuant to this Agreement, and each underwriter,
if any, and each person who controls any underwriter within the meaning of
Section 15 of the Securities Act, against all expenses, claims, losses, damages
or liabilities (or actions in respect thereof), including any of the foregoing
incurred in settlement of any litigation, commenced or threatened, to the
extent such expenses, claims, losses, damages or liabilities arise out of or
are based on any untrue statement (or alleged untrue statement) of a material
fact contained in any registration statement, prospectus, offering circular or
other similar document, or any amendment or supplement thereto, incident to any
such registration, qualification or compliance, or based on any omission (or
alleged omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, or any violation by the
Company of the Securities Act or any rule or regulation promulgated under the
Securities Act applicable to the Company in connection with any such
registration, qualification or compliance, and the Company will reimburse each
holder of Registrable Securities, each of its officers and directors and
partners, and each person controlling each holder of Registrable Securities,
each such underwriter and each person who controls any such underwriter, for
any legal and any other expenses reasonably incurred in connection with
investigating, preparing or defending any such claim, loss, damage, liability
or action; provided, however, that the indemnity contained herein shall not
apply to amounts paid in settlement of any claim, loss, damage, liability or
expense if settlement is effected without the consent of the Company (which
consent shall not unreasonably be withheld); provided, further, that the
Company will not be liable in any such case to the extent that any such claim,
loss, damage, liability or expense arising out of or is based on any untrue
statement -4-




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or omission
or alleged untrue statement or omission, made in reliance upon and in
conformity with written information furnished to the Company by a holder of
Registrable Securities, such controlling person or such underwriter
specifically for use therein; provided, however, that the indemnity contained
herein shall not apply to amounts paid in settlement of any claim, loss,
damage, liability, or expense if settlement is effected without the consent of
such holder of Registrable Securities (which consent shall not be unreasonably
withheld). Notwithstanding the foregoing, insofar as the foregoing indemnity
relates to any such untrue statement (or alleged untrue statement) or omission
(or alleged omission) made in the preliminary prospectus but eliminated or
remedied in the amended prospectus on file with the Commission at the time the
registration statement becomes effective or in the final prospectus filed with
the Commission pursuant to the applicable rules of the Commission or in any
supplement or addendum thereto, the indemnity agreement herein shall not inure
to the benefit of any underwriter if a copy of the final prospectus filed
pursuant to such rules, together with all supplements and addenda thereto, was
not furnished to the person or entity asserting the loss, liability, claim or
damage at or prior to the time such furnishing is required by the Securities
Act. 2.5.2     To the extent permitted by law, each holder of Registrable
Securities will, if securities held by such holder are included in the
securities as to which such registration, qualification or compliance is being
effected pursuant to terms hereof, indemnify the Company, each of its directors
and officers, each underwriter, if any, of the Companys securities covered by
such a registration statement, each person who controls the Company or such
underwriter within the meaning of Section 15 of the Securities Act, and each
other person selling the Companys securities covered by such registration
statement, each of such persons officers and directors and each person
controlling such persons within the meaning of Section 15 of the Securities
Act, against all claims, losses, damages and liabilities (or actions in respect
thereof) arising out of or based on any untrue statement (or alleged untrue
statement) by such holder of a material fact contained in any such registration
statement, prospectus, offering circular or other document, or any omission (or
alleged omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, or any
violation by such holder of Registrable Securities of any rule or regulation
promulgated under the Securities Act applicable to holders of Registrable
Securities and relating to action or inaction required of holders of
Registrable Securities in connection with any such registration, qualification
or compliance, and will reimburse the Company, such other persons, such
directors, officers, persons, underwriters or control persons for any legal or
other expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action, in each case to
the extent, but only to the extent, that such untrue statement (or alleged
untrue statement) or omission (or alleged omission) is made in such
registration statement, prospectus, offering circular or other document in
reliance upon and in conformity with written information furnished to the
Company by such holder of Registrable Securities specifically for use therein;
provided, however, that the indemnity contained herein shall not apply to
amounts paid in settlement of any claim, loss, damage, liability or expense if
settlement is effected without the consent of such holder of Registrable
Securities (which consent shall not be unreasonably withheld). Notwithstanding
the foregoing, the liability of such Holder of Registrable Securities under
this Subsection 2.5.2 shall be limited in an amount equal to the net proceeds
from the sale of the Shares sold by such holder of Registrable Securities,
unless such liability arises out of or is based on willful conduct by such
holder of Registrable Securities. In addition, insofar as the foregoing
indemnity relates to any such untrue statement (or alleged untrue statement) or
omission (or alleged omission) made in the preliminary prospectus but
eliminated or remedied in the amended prospectus on file with the Commission at
the time the registration statement becomes effective or in the final
prospectus filed pursuant to applicable rules of the Commission or in any
supplement or addendum thereto, the indemnity agreement herein shall not inure
to the benefit of the Company or any underwriter, if a copy of the final
prospectus filed pursuant to such rules, together with all supplements and
addenda thereto, was not furnished to the person or entity asserting the loss,
liability, claim or damage at or prior to the time such furnishing is required
by the Securities Act. 2.5.3     Notwithstanding Sections 2.5.1 and 2.5.2, each party entitled to
indemnification under this Section (the Indemnified Party) shall give notice
to the party required to provide indemnification (the Indemnifying Party)
promptly after such Indemnified Party has actual knowledge of any claim as to
which indemnity may be sought, and shall permit the Indemnifying Party to
assume the defense of any such claim or any litigation resulting therefrom,
provided that counsel for the Indemnifying Party, who shall conduct the defense
of such claim or litigation, shall be approved by the Indemnified Party (whose
approval shall not unreasonably be withheld), and the Indemnified Party may
participate in such defense at such partys expense, and provided further that
the failure of any Indemnified Party to give notice as provided herein shall
not relieve the Indemnifying Party of its obligations under this Agreement
unless the -5-




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failure to give such notice is materially prejudicial to an
Indemnifying Partys ability to defend such action and provided further,
that the Indemnifying Party shall not assume the defense for matters as to
which there is a conflict of interest or as to which the Indemnifying Party is
asserting separate or different defenses, which defenses are inconsistent with
the defenses of the Indemnified Party. No Indemnifying Party, in the defense
of any such claim or litigation, shall, except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such Indemnified Party of a release from all
liability in respect to such claim or litigation. No Indemnified Party shall
consent to entry of any judgment or enter into any settlement without the
consent of each Indemnifying Party. 2.5.4     If the indemnification provided for in this Section is unavailable
to an Indemnified Party in respect of any losses, claims, damages or
liabilities referred to therein, then each Indemnifying Party, in lieu of
indemnifying such Indemnified Party, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such losses, claims, damages
or liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and all shareholders offering
securities in the offering (the Selling Security Holders) on the other from
the offering of the Companys securities, or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Company on the one hand and the
Selling Security Holders on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Selling Security Holders on the
other shall be the net proceeds from the offering (before deducting expenses)
received by the Company on the one hand and the Selling Security Holders on the
other. The relative fault of the Company on the one hand and the Selling
Security Holders on the other shall be determined by reference to, among other
things, whether the untrue (or alleged untrue) statement of material fact (or
the omission) or alleged omission to state a material fact relates to
information supplied by the Company or by the Selling Security Holders and the
parties relevant intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and the Selling
Security Holders agree that it would not be just and equitable if contribution
pursuant to this Section were based solely upon the number of entities from
whom contribution was requested or by any other method of allocation which does
not take account of the equitable considerations referred to above in this
Section. The amount paid or payable by an Indemnified Party as a result of the
losses, claims, damages and liabilities referred to above in this Section shall
be deemed to include any legal or other expenses reasonably incurred by such
Indemnified Party in connection with investigating or defending any such action
or claim, subject to the provisions hereof. Notwithstanding the provisions of
this Section, no Selling Shareholder shall be required to contribute any amount
or make any other payments under this Agreement which in the aggregate exceed
the proceeds received by such Selling Shareholder. No person guilty of
fraudulent misrepresentation (within the meaning of the Securities Act) shall
be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. 2.6     Certain Information. 2.6.1     The holders of Registrable Securities agree, with respect to any
Registrable Securities included in any registration, to furnish to the Company
such information regarding such holder, the Registrable Securities and the
distribution proposed by the such holder as the Company may reasonably request
in writing and as shall be required in connection with any registration,
qualification or compliance referred to herein. 2.6.2     The failure of the holder of Registrable Securities to furnish the
information requested pursuant to Section 2.6.1 shall not affect the obligation
of the Company to the other Selling Security Holders who furnish such
information unless, in the reasonable opinion of counsel to the Company or the
underwriters, such failure impairs or may impair the legality of the
Registration Statement or the underlying offering. 2.7     Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission which may at any time permit
the sale of Restricted Securities (used herein as defined in Rule 144 under the
Securities Act) to the public without registration, the Company agrees to use
its best lawful efforts to: -6-




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2.7.1     Make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act, at all times
during which the Company is subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the Exchange Act); 2.7.2     File with the Commission in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act
(at all times during which the Company is subject to such reporting
requirements); and 2.7.3     So long as any holder of Registrable Securities owns any Restricted
Securities (as defined in Rule 144 promulgated under the Securities Act), to
furnish to such holder forthwith upon request a written statement by the
Company as to its compliance with the reporting requirements of said Rule 144
and with regard to the Securities Act and the Exchange Act (at all times during
which the Company is subject to such reporting requirements), a copy of the
most recent annual or quarterly report of the Company, and such other reports
and documents of the Company and other information in the possession of or
reasonably obtainable by the Company as such holder of Registrable Securities
may reasonably request in availing itself of any rule or regulation of the
Commission allowing such holder to sell any such securities without
registration. 2.8     Transferability.The rights conferred by this Agreement shall be
freely transferable to a recipient of Registrable Securities. 2.9     Governing Law.THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS BY
THE LAWS OF THE STATE OF TEXAS. 2.10     Entire Agreement; Amendment.This Agreement constitutes the full and
entire understanding and agreement between the parties with regard to the
subject hereof. This Agreement, or any provision hereof, may be amended,
waived, discharged or terminated upon the written consent of the Company and
the Purchaser. 2.11     Notices, etc.Except as otherwise specified herein, all notices,
requests, demands or other communications to or upon the respective parties
hereto shall be deemed to have been duly given or made when delivered to the
party to which such notice, request, demand or other communication is required
or permitted to be given or made under this Agreement or the Note, addressed to
such party at its address set forth below or at such other address as either of
the parties hereto may hereafter notify the other in writing: To Company:
    
    INTELECT COMMUNICATIONS, INC.1100 Executive DriveRichardson, Texas 75081Telephone: 972-367-2100Telecopy:   972-367-2271Attention: Herman Frietsch, President and CEOwith a copy to:
    
    RYAN & SUDAN, L.L.P.909 Fannin, 39th FloorHouston, Texas 77010Telephone: 713-652-0501Telecopy:   713-652-0503Attention: Philip P. Sudan, Jr., Esq.To Purchaser:
    
    THE COASTAL CORPORATION SECOND PENSION TRUSTNine Greenway PlazaHouston, Texas 77046-0995Telephone: 713-877-7640Telecopy:   713-297-1734Attention: Donald H. Gullquist, Trustee
 -7-




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with a copy to:
    
    THE COASTAL CORPORATIONNine Greenway PlazaHouston, Texas 77046-0995Telephone: 713-877-6920Telecopy:   713-877-7132Attn: Director, Financial Administration
 2.12     Delays or Omissions.Except as expressly provided herein, no delay or
omission to exercise any right, power or remedy accruing to any party to this
Agreement shall impair any such right, power or remedy of such party nor shall
it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of or in any similar breach or default thereafter
occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of any
party of any breach or default under this Agreement, or any waiver on the part
of any party of any provisions or conditions of this Agreement, must be in
writing and shall be effective only to the extent specifically set forth in
such writing. All remedies, either under this Agreement or by law or otherwise
afforded to any party to this Agreement, shall be cumulative and not
alternative. 2.13     Counterparts.This Agreement may be executed in counterparts, each
of which shall be enforceable against the parties actually executing such
counterparts, and all of which together shall constitute one instrument. 2.14     Severability. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision. 2.15     Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not considered in construing or
interpreting this Agreement. IN WITNESS WHEREOF,the Parties have executed this Agreement as of the
date first set forth above. THE COASTAL CORPORATION
    
    INTELECT COMMUNICATIONS, INC.SECOND PENSION TRUSTBy:
    
    /s/ Donald H. Gullquist
    
    By: /s/ Herman M. FrietschDonald H. Gullquist
    
    Herman M. FrietschSenior Vice President
    
    Chairman & CEOThe Coastal Corporation
 -8-