Mary Kay and Drew, please see Christine's message below.  This language is 
very similar to language that NNG has used to address the change-in-rates 
issue.  I do not believe it creates a negotiated rates issue.  Please let me 
know as soon as possible if you have any concerns.  It is important that we 
work something out with Phillips today.

By the way, I asked Christine if she had asked Phillips to 1) give up their 
right of first refusal and 2) agree to our new capacity release language 
(i.e. TW gets the upside if capacity is released at a higher rate) in 
exchange for us making this compromise.  She feels that it would be 
inappropriate to ask them because the language below does not quite give 
Phillips what they had requested originally (that is, a negotiated rate).

---------------------- Forwarded by Susan Scott/ET&S/Enron on 01/28/2000 
10:16 AM ---------------------------


Christine Stokes
01/28/2000 09:44 AM
To: Susan Scott/ET&S/Enron@ENRON
cc:  

Subject: Additional Phillips Language

Susan - Here is the language that Phillips has requested.  They liked and had 
requested the exact wording inserted into their agreement, so if there any 
any changes that you feel needs to be made, please try to keep the changes as 
simple as possible.  Thanks!

In the event that Transwestern's minimum tariff rate is increased to a level 
above Shipper's discount rate provided herein, the parties agree to 
renegotiate the discount to achieve the same economic value to both parties.