One of the largest producers and transporters of energy in the United States

December 31, 2002

Representation of the issuer in connection with $375 million of Premium Income Equity Securities (PIES), and a second offering consisting of $300 million of Upper DECS Equity Income Securities. In each instance, the offering consisted of corporate debt and forward contracts, and McGuireWoods-Tax prepared requisite tax disclosures for offering materials and issued supporting tax opinions.
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