Great Plains Gasification Associates, A Partnership, Transco Coal Gas Company, A Partner Other Than The Tax Matters Partner - Page 7

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                    Partner                                Percentage                
               Tenneco SNG, Inc. (Tenneco)                  30                        
               ANR Gasification Properties Co. (ANR)        25                        
               Transco Coal Gas Co. (Transco)               20                        
               MCN Coal Gasification Co. (MidCon)           15                        
               Pacific Synthetic Fuel Co. (Pacific)    10                             
               The partners executed an Amended and Restated General                  
          Partnership Agreement as of June 1, 1981 (partnership agreement),           
          in which the partnership assumed responsibility for the Great               
          Plains project.  Pursuant to the partnership agreement, the                 
          partnership’s management committee, composed of one                         
          representative of each partner, had exclusive authority and full            
          discretion to manage the partnership’s business.  No partner had            
          authority to act for, or assume any obligation or responsibility            
          on behalf of, the partnership without the management committee’s            
          prior approval.  The management committee was authorized to act             
          either upon the approval, vote, or “consent” of partners holding            
          at least 65 percent of the total votes, which were allocated                
          according to partners’ ownership percentages.  The partnership              
          agreement provided that it was governed by North Dakota law.                
               Pursuant to the partnership agreement, the partnership was             
          not permitted to acquire assets or incur liabilities until the              
          date when it acquired various preexisting project assets from               
          individual partners.  After this date, the plant site and all               
          property acquired by the partnership to construct, operate, and             
          maintain the plant were to be the property of the partnership.              

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