This is the content of an email: As you may know, Project Ghost was unwound eff. 3/31/00. I believe that Project MacArthur was also unwound. (but I haven't seen anything). Also, Project Blackbird is in the process of being unwound. Each will have a Swap Termination Agreement. Brenda Funk should be organizing closing docs. Please make necessary entries on Lotus Notes and keep supporting documentation in the files. I don't see Projects Ghost, Spector or Hawaii on Lotus Notes (these show up on your status of files list to Mark. Thanks and let me know if you have any questions. Sara

Subject: Year and Quarter End Deals

This is the content of an email: Lorraine: here's what we would have to show FERC, along with some of my comments. Let me know if you have additional ideas, and I'll turn it into a draft to send around to the usual suspects. 1. Rate impact on TW customers; method by which TW would collect the costs of the acquired capacity. - I assume TW would be at risk for any undercollection of revenue associated with the PNM capacity; thus there is no cost-shift potential to other shippers. - Net costs will be separately recorded. 2. Would acquisition of PNM capacity enable TW to gain control over access to upstream capacity and supply sources in a manner which would permit TW to limit customer choices or improperly tie use of the acquired capacity to other pipeline services? (I think Mary Kay will be able to help us explain the "no tying" part). 3. Would TW's marketing affiliates receive preferential treatment? - No TW marketing affiliate will be involved in the proposed transaction - Acquisition of PNM capacity will not result in any undue preference or advantage to any affiliated entity. 4. Will TW as a holder of capacity receive preferential treatment over PNM's customers, to the detriment of PNM's customers? - No. PNM will be making the capacity available to TW only during periods in which it has unused capacity available on its system, so any impact on PNM shippers should be minimal. - Service contract under PNM's tariff does not provide for unduly preferential treatment of TW. 5. How will capacity be managed or otherwise integrated into TW's existing open access operations? - TW will enter into service agreements with PNM from time to time to transport gas on the portion of PNM's line from Blanco, NM (i.e., the Blanco Hub operated by TW) to Rio Puerco, NM, where PNM's system interconnects with TW's mainline. Resulting available capacity will be posted according to TW's tariff. - The capacity will be used to serve customers under TW's FTS-1, LFT and ITS (right?) rate schedules from the Blanco receipt point to delivery points on TW's system. - Lorraine -- we need to discuss our arrangement with PNM -- Would we be

Subject: Acquisition of PNM capacity

This is the content of an email: Larry: According to Steve Kessler (the DB lawyer in New York who is negotiating the ENA ISDA Master), London e-commerce issues are normally handled ty the London lawyer (Conrad Libischer at 44-20-754-52705). If NY trader is also involved, then DB must decide on one lawyer to handle password application, etc. The ENA ISDA Master must first be approved by Frankfurt. I don't know how long this takes. You may want to let the DB trader start the EOL process. Thanks. Sara

Subject: Deutsche Bank ("DB")

This is the content of an email: At the right time, it would be helpful to discuss what we may want to consider as "Core" Assets (unrelated to trading activities) for purposes of emerging from bankruptcy as a going concern. As you know, we are in the process of organizing and formatting in an asset matrix the assets/businesses we currently own (or otherwise have an interest in) that may be potentially for sale; separating out potential core assets will be instructive as part of this process. Please let me know your thoughts/suggestions over the next few weeks. Thanks.
Subject: Restructuring (Confidential Communications)