Marty Stetzer Kristi Malik Qittitut Consulting Houston

1. Positioning for GrowthEvaluation of the Contracting ProcessReview Session – June 19, 2006Organization Charts Marty Stetzer Kristi Malik Qittitut Consulting Houston

2. Vision of the Future State An organizational structure, processes, procedures and system where deals are captured, papered, billed and tracked in the most efficient way possible to meet the needs of our customers. Push the work up-front to avoid redundancy, review and rework Put in place accountability, responsibility and ownership This structure should take the organization through the next 3-5 years. Positioned for Growth - Carthage to Perryville - S/E Supply Header - West to East/North Expansion

3. Result: Proposed Roles & Organization Senior Vice President and Chief Operating Officer Vice President of Marketing Vice President of Business Development Director of Financial Analysis and Planning Director of Special Projects and Client Services

4. Result: Proposed Roles & Organization Vice President of Marketing • Responsible for all aspects of Marketing on CenterPoint Energy Gas Transmission system • Responsible for developing and implementing a marketing strategy emphasizing customer retention and market growth for the CEGT system • Responsible for understanding the natural gas markets and making decisions to keep CEGT’s marketing team adaptive and competitive in the market place • Oversees and is responsible for the System Control function on CEGT system • Oversees customer support service for contracting, capacity release, invoicing, customer accounts and overall customer service • Oversees certain regulatory reporting requirements such as Index of Customers, discount postings and transactional data

5. Result: Proposed Roles & Organization Vice President of Business Development • Responsible for development and recommendations of new strategic initiatives for the Company • Devise strategy for exploring potential opportunities for the Company • Represent external opportunities and recommend appropriate strategy to Senior Management Team • Generate revenue and build value for the Company through sales, services, partnerships, and alliances • Develop strategic assessments of business markets and potential partnership targets for existing pipeline business • Lead negotiations for the Company, handling transaction mechanics ranging from simple to complex • Participate in formulating and administering company policies and developing long-range organizational goals and objectives • Work with Senior VP to ensure business development plan is consistent with overall organizational goal and that efforts are focused on the most beneficial areas for organizational growth • Direct and manage Business Development group comprised of director and manager level business development professionals • Responsible for recruiting, training and developmental opportunities of business development professionals and high potential employees • Company’s Ethics and Compliance Code of Conduct and other Company policies and procedures, and take all required training courses • Must demonstrate respect for all individuals and adhere to te Company’s values and business practices.

6. Result: Proposed Roles & Organization Director of Financial Analysis and Planning • Responsible for monitoring, directing and coordinating the activities of the financial analysts and planning engineers in support of Marketing Department facilities design and capacity determinations • Responsible for the Business Development, fundamental supply/demand/price analyses disposition of small assets; and CEGT’s and MRT’s Sec. 311 supply attachments • Responsible for updating and maintaining the financial analysis model used by CNP interstate gas transmission • Project Support – negotiations, economics, fundamental analysis, Marketing Department, special analysis, and M&A • Project economics – supports Marketing, BD and Strategic Planning • Fundamental Analysis • 2006 update (supply, demand & price), Planning conference, Special studies, and Miscellaneous support • Facilities planning (Well connects, Facilities design, Maps, Integration of BD Planner, etc.) • Financial Analysis Model – Maintenance • FERC Reporting (Form 567, Peak day capacity report, etc.)

7. Result: Proposed Roles & Organization Director of Special Projects and Client Services • Provides Project Analysis support for Marketing and Business Development • Provides customer service and support for nominations • Provides tracking and confirmations for PALs transactions • Invoice and track cash-out transactions • Post and invoice for all BPAs • Responsible for system allocations • Responsible for invoicing for all transportation deals • Responsible for setup and maintenance of customer system security • Coordinate and Interface with NAESB for any related CNP issues • Responsible for all Capacity Release transactions • Responsible for tracking all storage transactions and ongoing balances • Tracks Suspense Gas • IT Projects Coordination for CNP pipeline • Handles postings for Acts of Discretion • Customer Excellence

8. Result: Proposed Roles & Organization Vice President of Marketing Contract Administration System Control On-System Marketing Off-System Marketing

9. Result: Proposed Roles & Organization, cont’d Contract Administration • Responsibilities include working with Marketing and Legal to provide contracts to customers and follow through to execution • Maintain contractual data/rates in database • Responsible for various FERC reporting requirements such as Discount and Transactional postings and Index of Customer report • Work with other departments in providing information for invoicing, Sarbanes-Oxley audit, and contractual data • Work with customers in assisting with interpreting CEGT’s and MRT’s policies and procedures • Provide ongoing customer service • Responsible for Contract Rate Security

10. Result: Proposed Roles & Organization, cont’d System Control • Performs management direction of System Control including resource allocation, budgeting, strategic planning, execution plans, management and development of personnel, identification of training needs, prioritization of activities. • Monitors execution of all System Control activities • Ensures consistent delivery of the product, cost effectively, with efficient use of operational resources • Manages customer interactions of System Control personnel to provide timely, accurate and accommodating information. • Overall responsibility for scheduling, confirmations, system balancing, load forecasting, throughput reporting, OBA management, Interrupt • System Utilization and Operational Storage Management/Tracking, issuance of Operating Alerts, Operational Flow Orders and Force Majeure notifications. • Manage, direct and coordinate emergency situations/incidents for the pipeline system. Provide operations/emergency support coordination to other pipelines or end-users during emergency conditions at their facilities. • Continual interaction with CEFS, CEPS, ARKLA, ENTEX and other Pipeline’s management on varying gas flow issues as it relates to each of their businesses. • Maintain regulatory compliance and interact with the local, state, and federal agencies we are responsible to communicate with during pipeline incidents and other pipeline events (LEPC, SERC, DOT, OPS, NTSB, EPA, State Commissions) • Involvement and participation in pipeline growth initiatives to ensure we have facilities that allow the pipeline the most flexibility (within the capital available) to enhance our marketability of the system and its services. • Direct responsibility for preparation and management of the O&M budget. • Prepares performance reviews, salary/bonus recommendations and disciplinary recommendations to executive management. • Direct involvement in F.E.R.C. filings and audits. • Overall responsibility for SCADA system and telecommunications needed to support this function. • Interaction and coordination with Legal on various tariff and compliance issues. • Responsible for communicating to Executive Management any unusual operating condition that may cause problems or may create opportunities.

11. Result: Proposed Roles & Organization, cont’d On-System Marketing • Develop and Implement new marketing strategy for industrial, power, and LDC customers • Monitor trends in storage and gas markets and plan to meet changing markets and competitive conditions • Develop and maintain pricing strategies • Negotiate standard and non-standard transportation and storage contracts • Negotiate agreements and coordinate required construction projects, related financial analysis, and provide proposal to customer • Develop new market opportunities

12. Result: Proposed Roles & Organization, cont’d Off-System Marketing • Develop and Implement new marketing strategy • Monitor trends in storage and gas markets and plan to meet changing markets and competitive conditions • Develop and maintain pricing strategies • Negotiate standard and non-standard transportation and storage contracts • Negotiate agreements and coordinate required construction projects, related financial analysis, and provide proposal to customer • Develop new market opportunities • Coordinate between MRT and CEGT to maximize transport and storage capacity • Responsible for all capacity postings on CEGT • Responsible for the management of system management gas on CEGT