Mary,  Kinder made some changes to our form which are attached below.  I am OK with their changes.  Please prepare two executables for signature.
-----Original Message-----
From: Hilgert, Chris 
Sent: Thursday, July 12, 2001 7:59 PM
To: Nemec, Gerald
Subject: FW: Confidentiality Agreement


Gerald,
 
Per my voicemail.  Let's connect first thing in the morning.
 
Thanks,
Chris

-----Original Message----- 
From: DeVeau, David 
Sent: Thu 7/12/2001 6:31 PM 
To: Hilgert, Chris; Fox, Charles 
Cc: 
Subject: Confidentiality Agreement



Chris & Chuck -- I have reviewed the draft Confidentiality Agreement in
connection with the proposed Transaction (as defined therein) and have made
some changes which I believe to be both minor and mutually beneficial.  I
have attached hereto both a clean version and a redlined version for your
review. Please let me know if you have any questions or comments.

Regards,

David R. DeVeau, Esq.
Assistant General Counsel
Kinder Morgan Energy Partners, L.P.
One Allen Center Suite 1000
500 Dallas
Houston, TX 77002
Tel. 713-369-9457
Fax 713-495-2877
David_Deveau@KinderMorgan.com

 <<CA-ECS-Kindermorgan071001.doc>> 
<<CA-ECS-Kindermorgan071001Redlined.doc>>