Subject: "Wildhorse Gathering Agreement".

Body: Dan, I have reviewed the Wildhorse (Mesa) Gathering, Processing, and Transport Agreement. This agreement is still valid and the gas is dedicated to this Agreement through 2013. The agreement present some problematic issues which I will outline. 1. Gas Quality - The gas quality provisions only require Wildhorse to transport the gas if the gas meets the downstream carriers (in this case Northwest Pipeline) gas quality specifications. We propose to put in a treating plant which would allow the gas to meet the specifications, however there are no provision in this Agreement which allow us to insert a plant between Northwest Pipeline and Wildhorse. Wildhorse could delay are extract value from us for this connection. This is an uncertainty. 2. Wildhorse Obligation to Perform - Based on my understanding of the facts, at some point during the term of this agreement, Northwest Pipeline enforced their gas quality specifications and refused to take the gas at the downstream side of Wildhorse's Gathering System. As a result, Wildhorse shut in Enogex's production and it has been shut in ever since. Wildhorse has a right to do this under this Agreement (see #1 above) and therefore Wildhorse has not breached its obligation to transport under this Agreement. Wildhorse's obligation was suspended when Northwest refused receipt of the gas. 3. Unprofitability - Assuming Wildhorse worked with us to install the treating plant which conformed the gas to Northwest Specifications, they could refuse to provide gathering service under this agreement if it was still uneconomical for them to do so. If they decided it is uneconomical for them to do so, they have the right to provide Enogex with various potential solutions which include (i) renegotiating the terms (ii) allowing Enogex to operate Wildhorse's equipment at Enogex sole cost, expense and risk, or (iii) release the gas from the Agreement. The problem here is that there is no time limit under which Wildhorse must reach a solution with us and no specific solution they must reach. Wildhorse could drag this out for some extended period of time and they could extract significant value. My recommendation is that we make Enogex's resolution of these issues with Wildhorse a condition precedent to closing and funding this deal. I know the timing is late. However if Enron funds this deal and takes on the risk of negotiating with Wildhorse to resolve either a new deal or a release of the gas, everyone needs to understand that such negotiation could take substantial time and Wildhorse will have significant leverage. Let me know if you wish to discuss this further or have any questions.

Subject: "THREAT INFORMATION".

Body: AT APPROXIMATELY 22:00 10-23-01 A U - HAUL RENTAL TRUCK WAS FOUND IN NEWARK SUB STATION. SUB IS LOCATED 20 MILES EAST OF COLUMBUS OHIO. IT IS 69- 4 KV WITH SIX DISTRUBITION FEEDERS SERVING 3795 CUSTOMERS. THE TRUCK HAD CRASHED THROUGH THE GATE AND KNOCKED OVER A METERING PEDESTAL. A BRICK HAD BEEN WEDGED TO HOLD THE GAS PETAL DOWN . LOCAL AUTHORITIES WERE ADVISED, AND THE INVESTIGATION IS ONGOING. NO OUTAGES WERE EXPERIENCED.

Subject: "TCO- CAPACITY ALLOC-TIMELY NOMINATION CYCLE NOV. 27, 2001".

Body: COLUMBIA GAS TRANSMISSION CORPORATION NOTICE TO ALL INTERESTED PARTIES NOVEMBER 26, 2001 Notice ID: 3293 5 - NO RESPONSE REQUIRED SUBJECT: CAPACITY ALLOCATION-TIMELY NOMINATION CYCLE FOR NOVEMBER 27, 2001 PLEASE NOTE THAT ALL ALLOCATIONS ARE SUBJECT TO CHANGE BASED ON THE RECEIPT OF ANY NEW NOMINATIONS OR INTRADAY NOMINATIONS. RECEIPTS: KA-1 LINE (819288 AND 827280): There is no capacity for IPP customers. There is no capacity for ITS customers. There is no capacity for secondary firm customers. INTERNAL CONSTRAINT: LANHAM: There is no capacity for IPP customers. There is no capacity for ITS customers. There is no capacity for secondary firm customers. Excess MDWQ Available + ISS Withdrawals Available SIT Withdrawals Available Imbalance Drawdowns Available Excess MDIQ NOT Available + ISS Injections NOT Available SIT Injections NOT Available Imbalance Paybacks NOT Available PAL Lends/Unparks Available PAL Parks/Loan Paybacks NOT Available + Call Gas Control 24 hours in advance at (304) 357-2606 to request approval. Columbia Gas Transmission has completed allocating all of its receipt and delivery points for the gas day of November 27, 2001. You may now view the quantities you are authorized to flow on November 27, 2001. On the Internet NAVIGATOR, view Nominations, Scheduled Quantity, Scheduled Quantity for Service Requestor-Summary, Nominations to be Viewed, and select Reduced Nominations. The quantities confirmed to flow for your account are available on the Internet NAVIGATOR after 5:30 p.m. Eastern Time on Monday, November 26, 2001. If you have any questions, please contact your Account Representative.

Subject: "READ: RE CONVERSION OF 1 WAY PAYMENTS TO TWO WAY PAYMENTS".

Body:
As you are aware a "safety net" type of provision has been included in the master netting agreement to attempt to convert any underlying master agreement one way payment provision to a two way payment provision. However, this is only a safety net and should not be relied upon. It may not cover every particular definitional/form structure in an underlying master agreement. Please be sure to review the underlying master. It is probably always best to draft a contract specific amendment to convert to 2way payment since this is a critical issue to effect properly the closeout netting and setoff provisions of the master netting agreement. The specific amendment can be included in the master netting or accomplished as a separate amendment to the underlying master agreement. Any questions, call me.