Subject: "ISDA Tax Issue".

Body: Rhett: You may recall a few weeks ago I asked you about some language that one of our counterparties wanted as an amendment to the term "Indemnifiable Tax". Another counterparty, Deutsche Bank, has requested the following which I think is very similar to what we were looking at before: Notwithstanding the foregoing, "IndemnifiableTax" also means any Tax imposed by reasons of a Change in Tax Law by a government or taxing authority of a Relevant Jurisdiction of the payer, unless the payee is incorporated, organized, managed and controlled or considered to have its seat in such jurisdiction, or is acting for purposes of this Agreement through a branch or office located in such jurisdiction. In the ISDA Users' guide, they explain that the effect of this language is to eliminate the payee's risk of bearing new taxes imposed by the payer's jurisdiction even if the payee's activities in such jurisdiction is the basis for such taxes. (except if the circumstances in the definition occur). It thus results in the payer having to gross up for such taxes. Do you think that we can or should accept this?

Subject: "Oil Prepay Rollover".

Body: Sara/ Bob, Further to my discussions with Sara yesterday evening, and in the absence of any email from both of you to the contrary, I conclude that the confirms as they stand now should be OK from a legal perspective, subject to the credit approval of the entities. As I mentioned yesterday, Treasa's contact at CSFB here is trying to retain CSFB International as the counter-party as was the case for the 2000 transaction earlier. Thanks very much for your help. Regards

Subject: "NESA ENERGY EXPO 2002".

Body: MAKE PLANS NOW to ATTEND the PREMIER ENERGY EVENT of 2002! 12th ANNUAL NESA ENERGY EXPO April 29 through May 2, 2002 George R. Brown Convention Center Houston, Texas *Register by Friday, February 15, 2002 and your name will be entered into a drawing for tickets to see BROOKS & DUNN at the Houston Livestock Show and Rodeo on Tuesday, February 19. LIMITED NUMBER of NESA ENERGY GALA TICKETS available prior to March 15, 2002. NESA Members and Energy Expo Exhibitors are receiving this advance notice of Registration Information for Energy Expo 2002 - make sure to respond as soon as possible to guarantee availability!

Subject: "The Bums".

Body:
I nabbed the Co's 4 tickets (not great, but free) for the game against the Bums on Wed June 27th. Starts at 4 PM. Interested. The Tuesday game's at 7:30, but thought it'd be nice to see an early game. Let me know. Best,