KN Marketing and Onoek

Brant
Per our discussions, here is what the Oneok folks want to do.

1. We currently have 2 Masters - one with KN Marketing LP (now known as Oneok
Energy Marketing & Trading Company, LP) and one with Oneok Gas Marketing
Company. Pursuant to the Guaranty that you just received, both Masters are
currently guaranteed by Oneok Inc. In addition, both Masters are currently
guaranteed by Enron Corp. under a $15,000,000 Guaranty for Onoek Gas and a
$10, 000,000 Guaranty for KN.

2. The Oneok folks want Oneok Gas Marketing to assign all trades and its
Master to KN Marketing LP and to terminate the KN Marketing LP Master. When
all is said and done, there will be one Master with KN Marketing LP and all
trading activity will be with this entity. As I mentioned to you, the Master
that will remain in place has no Credit Support Annex. How much should the
Enron Guaranty be for?

Call me if you have any questions.

Susan,
Could you please prepare an assignment and Termination Agreement for this.
Brant will let us know if any amendments need to be made to the Oneok Master.

Carol