Legislature(2007 - 2008)TERRY MILLER GYM

06/04/2008 10:00 AM Senate SENATE SPECIAL COMMITTEE ON ENERGY


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10:03:09 AM Start
10:03:09 AM SB3001|| HB3001
10:14:34 AM Lb&a Consultants Barry Pulliam, Lesa Adair, William Mogel, Dr. john Neri, Dan Dickinson
04:34:42 PM Adjourn
* first hearing in first committee of referral
+ teleconferenced
= bill was previously heard/scheduled
*+ SB3001 APPROVING AGIA LICENSE TELECONFERENCED
Heard & Held
Joint w/ (H) Rules
House Special Subcommittee on AGIA
LB&A Consultants
                 SB3001-APPROVING AGIA LICENSE                                                                              
                 HB3001-APPROVING AGIA LICENSE                                                                              
                                                                                                                                
10:03:09 AM                                                                                                                   
CHAIR HUGGINS brought  SB 3001 and HB 3001  before the committees                                                               
for consideration.                                                                                                              
                                                                                                                                
SENATOR  GREEN, President  of the  Senate, noted  the new  Senate                                                               
Special Committee  on Energy  consists of  members of  the Senate                                                               
Resources Standing  Committee and  the Senate  Finance Committee.                                                               
During these joint meetings Senator Huggins would chair.                                                                        
                                                                                                                                
REPRESENTATIVE HARRIS,  Speaker of the House,  explained that he,                                                               
Representative    Samuels,     Representative    Kerttula,    and                                                               
Representative  Coghill,  chair  of   the  House  Rules  Standing                                                               
Committee, were  representing the  House Special  Subcommittee on                                                               
AGIA, the Alaska Gasline Inducement Act.                                                                                        
                                                                                                                                
CHAIR HUGGINS  announced that Representative Samuels,  who chairs                                                               
the Legislative Budget & Audit  Committee (LB&A or BUD), would be                                                               
the facilitator today.                                                                                                          
                                                                                                                                
REPRESENTATIVE SAMUELS informed members  that three consultants -                                                               
Barry  Pulliam,  Lesa  Adair,  and Dan  Dickinson  -  would  give                                                               
presentations  today  and  tomorrow,  followed  by  a  roundtable                                                               
discussion.  He introduced the  others:  William Mogel, a Federal                                                               
Energy Regulatory Commission (FERC)  attorney, and Dr. John Neri,                                                               
who was  tasked with the  ins and outs of  rate making.   He said                                                               
letters  went out  under  his signature  to  TransCanada and  the                                                               
administration  that  he  didn't   personally  write;  a  lot  of                                                               
technical information and questions came from Dr. Neri.                                                                         
                                                                                                                                
REPRESENTATIVE  SAMUELS  noted he  has  tried  to stay  at  arm's                                                               
length from  the consultants.   Questions have been  relayed from                                                               
the legislature  and other consultants, and  the LB&A consultants                                                               
were asked to  review certain subjects.   He encouraged questions                                                               
during their presentations.                                                                                                     
                                                                                                                                
10:09:36 AM                                                                                                                   
^LB&A  Consultants  Barry  Pulliam, Lesa  Adair,  William  Mogel,                                                               
Dr. John Neri, Dan Dickinson                                                                                                    
                                                                                                                                
BARRY  PULLIAM, Senior  Economist,  Econ One  Research, gave  his                                                               
background, saying  he has worked on  oil and natural gas  for 20                                                               
years.  In some capacity, he has  worked for or with the State of                                                               
Alaska for most of that time  on behalf of the administration and                                                               
the legislature, dealing  with issues such as taxes,  a gas line,                                                               
and royalties.  He also works  with other states; has worked with                                                               
the  federal government  on energy  matters; and  has worked  for                                                               
private companies including producers, refiners, and pipelines.                                                                 
                                                                                                                                
MR. PULLIAM  began his  PowerPoint presentation  titled "Comments                                                               
to  Legislature on  TransCanada Proposal";  a handout  duplicated                                                               
the slides.   He noted he would discuss the  proposed tariffs and                                                               
the  related  cost  structure,  implications,  and  sensitivities                                                               
surrounding  the assumptions.   This  would provide  a foundation                                                               
when considering the presentations to follow.                                                                                   
                                                                                                                                
MR. PULLIAM  paraphrased slide  1, which  was labeled  "What Does                                                               
TransCanada Propose to Do?" and had the following points:                                                                       
                                                                                                                                
      - Construct and operate 1,700-mile, 48-inch pipeline                                                                      
        from North Slope to Alberta, with initial capacity                                                                      
        of 4.5 bcf/day, expandable to 5.9 bcf/day with                                                                          
        addition of compression                                                                                                 
                                                                                                                                
        - Conditioned    on   receiving    sufficient   firm                                                                    
          transportation commitments                                                                                            
                                                                                                                                
       - Pipeline would terminate at Boundary Lake on the                                                                       
        British Columbia/Alberta border, where it would                                                                         
        enter the "AECO Hub"                                                                                                    
                                                                                                                                
        - At AECO, shippers would arrange for extraction of                                                                     
          valuable  NGLs  (either   from  third  parties  or                                                                    
          through    construction   of    own   facilities).                                                                    
          "Residue" gas  could be sold  either in  Canada or                                                                    
          shipped to Lower 48.                                                                                                  
                                                                                                                                
     - Construct and operate necessary Gas Treatment Plant                                                                      
        ("GTP"), if not undertaken by another party                                                                             
                                                                                                                                
      - Provide pipeline access for LNG facility if demand                                                                      
        warrants                                                                                                                
                                                                                                                                
MR.  PULLIAM   said  while  the  pipeline   ultimately  would  be                                                               
expandable  to  over  7  billion  cubic  feet  a  day  (Bcf/day),                                                               
initially  it  would  be expandable  to  about  5.9 Bcf/day  just                                                               
through  compression.   The  AECO Hub  is  an interconnection  of                                                               
pipelines, a center for market  activity and price formation that                                                               
is one of the most active trading areas in North America.                                                                       
                                                                                                                                
REPRESENTATIVE SAMUELS  added that  the AECO  Hub isn't  a single                                                               
spot, but involves the entire province of Alberta.                                                                              
                                                                                                                                
10:14:34 AM                                                                                                                   
REPRESENTATIVE GARDNER  asked:  Is there  adequate infrastructure                                                               
now to ship gas from AECO to Chicago if that is the market?                                                                     
                                                                                                                                
MR. PULLIAM  replied while it  might not exist today,  most folks                                                               
anticipate sufficient  infrastructure to  move the gas  away from                                                               
Alberta by the time gas comes on  line, in 10 years or so.  There                                                               
might  need to  be some  expansion  of existing  lines, but  it's                                                               
unlikely that  there'd need to  be a new  line built to  take all                                                               
this gas to the Lower 48.  Ms. Adair would speak to that later.                                                                 
                                                                                                                                
MR. PULLIAM continued with slide 1,  saying as the gas moves down                                                               
the pipeline it contains natural  gas liquids (NGLs) that will be                                                               
extracted,  most   likely  at  AECO,  where   the  NGL-extraction                                                               
capacity  is anticipated  to  be sufficient  to  handle gas  from                                                               
Alaska.  He  believes those NGLs will have  significant value for                                                               
producers, shippers, and the State  of Alaska.  After extraction,                                                               
the "residue" gas that's left could  be sold in Canada or shipped                                                               
to the Lower 48.                                                                                                                
                                                                                                                                
10:16:48 AM                                                                                                                   
REPRESENTATIVE GUTTENBERG  asked whether TransCanada  assumes the                                                               
NGLs would  be shipped  or whether provisions  allow those  to be                                                               
extracted within Alaska.                                                                                                        
                                                                                                                                
MR.  PULLIAM  replied he  believes  the  assumption is  that  the                                                               
liquids would be  shipped with the gas.  While  he didn't know of                                                               
any  prohibition  on  in-state  extraction,  in  large  part  the                                                               
infrastructure and  capacity already  exist in Alberta  for that.                                                               
It may  be the most efficient  to extract NGLs in  Alberta to get                                                               
the highest value for the state.                                                                                                
                                                                                                                                
REPRESENTATIVE  GUTTENBERG asked:   Once  the NGLs  get to  AECO,                                                               
does  a  different  authority  control  it or  is  it  under  the                                                               
shippers' contract?                                                                                                             
                                                                                                                                
MR. PULLIAM  answered there  are issues  at AECO  as to  how NGL-                                                               
extraction rights are allocated.   As the gas enters the pipeline                                                               
in Alaska and  all the way down  to AECO, the NGLs  belong to the                                                               
shippers; it  is up to  them either  to negotiate with  folks who                                                               
have  extraction facilities  in AECO  or to  potentially build  a                                                               
facility there themselves to extract the NGLs.                                                                                  
                                                                                                                                
REPRESENTATIVE  GUTTENBERG surmised  there'd  be  no conflict  in                                                               
taking the NGLs from Alberta into the Lower 48.                                                                                 
                                                                                                                                
MR.  PULLIAM gave  his understanding  that shippers  bringing gas                                                               
into  AECO   typically  don't  move   NGLs  further;   they  sell                                                               
extraction rights in  AECO and then the owners of  the plants are                                                               
responsible for  further shipping.   It doesn't mean  it couldn't                                                               
be done  differently, through negotiation,  keeping the  NGLs and                                                               
shipping them.   But it may make more sense  to have someone else                                                               
do the extraction  in AECO and then have that  entity pay for the                                                               
value of those NGLs.                                                                                                            
                                                                                                                                
REPRESENTATIVE  SAMUELS asked:   What  percentage of  the Prudhoe                                                               
Bay gas  is NGLs, and  if those are taken  in Alaska or  in AECO,                                                               
how much  gas would be lost?   And would it  affect the financing                                                               
because the throughput would have dropped?                                                                                      
                                                                                                                                
10:19:50 AM                                                                                                                   
MR. PULLIAM  answered it is  a relatively small percentage.   The                                                               
question is where to  get the most value.  If  NGLs are taken out                                                               
of Alaska,  they must be  moved to  markets that consume  and pay                                                               
for them.  If NGLs are  extracted in Alaska, the quantity is more                                                               
than could be  used today in Alaska; they'd have  to be moved out                                                               
of  state  in  some  form, requiring  a  pipeline  and/or  marine                                                               
transportation.  The expense would  likely be greater than if the                                                               
NGLs traveled in the pipe and then were extracted in Alberta.                                                                   
                                                                                                                                
MR.  PULLIAM, in  further response  with respect  to pulling  out                                                               
propane  at the  Yukon  River,  opined that  some  NGLs could  be                                                               
extracted for local uses without  causing problems down the line.                                                               
The  gas would  have  to be  measured  as it  gets  to Canada  to                                                               
determine its composition.   If propane is pulled  out in Alaska,                                                               
some value  will be  pulled out;  propane has  a higher  value on                                                               
average than  the stream,  which is mostly  methane.   Any amount                                                               
taken  in  Alaska  for  local  use  wouldn't  likely  damage  the                                                               
economics associated  with moving  the gas  to Alberta  and doing                                                               
extraction there.                                                                                                               
                                                                                                                                
REPRESENTATIVE SAMUELS  surmised Alaskans would use  a relatively                                                               
small amount of propane.  He  asked if a small enough plant could                                                               
be built to make it economical  to drop some propane at the Yukon                                                               
River in  order to  help get  energy to  those living  in Western                                                               
Alaska, knowing there'll be a transportation cost.                                                                              
                                                                                                                                
MR. PULLIAM deferred to Ms. Adair.                                                                                              
                                                                                                                                
10:23:05 AM                                                                                                                   
LESA ADAIR, Muse  Stancil, indicated her company  worked for LB&A                                                               
previously on  this issue  of in-state  use.   She said  it boils                                                               
down the  value of  propane in Alaska  relative to  other places.                                                               
The capital cost  of building a plant to extract  liquids is more                                                               
driven by how much gas must  be processed to extract the propane,                                                               
rather than the amount of propane that comes out.                                                                               
                                                                                                                                
MS. ADAIR noted  the plant has to be big  enough to handle enough                                                               
gas to extract the propane.   Those economics can work if someone                                                               
is  importing  propane  or  hauling  it a  long  distance.    For                                                               
instance, they'd  looked at  a couple  of plants  in northwestern                                                               
Alberta  where  bottled  gas is  highly  profitable  because  the                                                               
product is  imported today.  She  gave her feeling that  it could                                                               
work, but said the economics hadn't been run on that case.                                                                      
                                                                                                                                
CHAIR HUGGINS  highlighted in-state jobs that  this industry will                                                               
create instead of just exporting raw resources.                                                                                 
                                                                                                                                
REPRESENTATIVE DOOGAN  gave his  understanding that  the business                                                               
about NGL offtake  is an economic assumption, rather  than a term                                                               
of the agreement that the legislature is being asked to approve.                                                                
                                                                                                                                
MR. PULLIAM affirmed that.                                                                                                      
                                                                                                                                
REPRESENTATIVE DOOGAN requested that  such instances be clarified                                                               
during the presentation.                                                                                                        
                                                                                                                                
10:25:31 AM                                                                                                                   
REPRESENTATIVE  NEUMAN  referred  to the  phrase  "extraction  of                                                               
valuable NGLs" on  slide 1.  He surmised if  TransCanada builds a                                                               
pipeline,  that   will  be  a   decision  among   the  producers,                                                               
TransCanada, and any  industry that might be  attracted by Alaska                                                               
to come build a plant to  process NGLS; nothing in AGIA covers it                                                               
or says the  NGLs will be shipped outside, and  so it leaves open                                                               
the  possibility  for  value-added  products to  be  produced  in                                                               
Alaska within this process.                                                                                                     
                                                                                                                                
MR.  PULLIAM  relayed  his understanding  that  nothing  in  AGIA                                                               
requires NGLs  to be extracted at  one place or another.   Before                                                               
the gas  can be used  in residential or industrial  markets, NGLs                                                               
will be  extracted; they have value.   He opined that  the owners                                                               
of the  NGLs would  make a  commercial decision  as to  where the                                                               
highest value is.                                                                                                               
                                                                                                                                
REPRESENTATIVE NEUMAN asked:  If  the state could attract someone                                                               
to build a processing plant  to extract butanes, propanes, and so                                                               
on - either for use in Alaska or  to export - is there any hammer                                                               
so the state can have first-access rights to those NGLs?                                                                        
                                                                                                                                
MR.  PULLIAM replied  he wasn't  aware of  any, though  it was  a                                                               
little outside his field.                                                                                                       
                                                                                                                                
10:27:39 AM                                                                                                                   
SENATOR WAGONER  asked if  building a  plant to  extract propanes                                                               
and  ethanes in  Southcentral Alaska  makes it  more economically                                                               
feasible.   Surmising the  tariff would likely  be lower  than to                                                               
Alberta, he suggested  if a spur line  brings natural gas/methane                                                               
into Southcentral  anyway, it  could ride in  the same  line with                                                               
propanes that aren't used in the Yukon.                                                                                         
                                                                                                                                
MR. PULLIAM  replied he  hadn't modeled that  scenario.   He gave                                                               
his sense that  for the volume discussed, the pipe  would be much                                                               
smaller that  carries ethane  or ethane  and propane;  there'd be                                                               
relatively high  fixed costs  over which  to spread  that smaller                                                               
volume.   Also, once  extracted in  Alaska, it  has to  be turned                                                               
into a  finished product, either  for Alaskan consumption  - some                                                               
of which can be done with propane  - or else for export, the case                                                               
with ethane now.   One must add up all  associated shipping costs                                                               
to see  how it stacks  up.  Given  likely economies of  scale, it                                                               
probably isn't as good from a netback-value standpoint.                                                                         
                                                                                                                                
MS. ADAIR agreed that was  probably right.  For downstream users,                                                               
particularly for ethane, one issue  is that most plants competing                                                               
economically today are world-scale,  huge facilities.  Facilities                                                               
in  Alberta  today will  need  those  ethanes.   Mentioning  sunk                                                               
costs, established markets, and  takeaway capacity, she predicted                                                               
it  would be  costly to  compete.   She opined  that an  economic                                                               
analysis  would show  it is  more cost-effective  if those  go to                                                               
Alberta to existing markets.                                                                                                    
                                                                                                                                
MS.  ADAIR indicated  there'll likely  be a  need to  process gas                                                               
used  in  Alaska.   Commercial  economics  must be  analyzed  for                                                               
recovering ethane  or letting  it be sold  as natural  gas, which                                                               
happens on the U.S. Gulf  Coast, depending on relative prices for                                                               
those.                                                                                                                          
                                                                                                                                
MS.  ADAIR  also  mentioned  bottled   gas  markets  locally  for                                                               
propane; suggested butanes and pentanes  can be used for gasoline                                                               
blending in Alaska; and said liquids  can be spiked back into the                                                               
pipeline, for example,  if there isn't a market in  the Yukon for                                                               
some of those  heavier liquids.  She said it's  more efficient to                                                               
move everything under  one system than to  build multiple systems                                                               
to transport products.                                                                                                          
                                                                                                                                
SENATOR THOMAS  asked:  Right now,  what is the best  use of that                                                               
gas  economically?   Would  it  be used  in  the  tar sands,  for                                                               
example, or go to the Midwest for heating and power generation?                                                                 
                                                                                                                                
MR. PULLIAM replied  if it comes down the  pipeline into Alberta,                                                               
it may  be used in a  combination of ways, locally  in Alberta in                                                               
the tar sands and also moving  into the Lower 48.  Physically, it                                                               
will  increase the  Western  Canada gas  supply,  which has  been                                                               
declining;  that supply  is used  in  Canada and  the surplus  is                                                               
exported  to the  Lower 48.   Effectively,  Alaska's gas  will be                                                               
exported  to the  Lower  48;  the economics  will  be a  Lower 48                                                               
netback.  Physically, a lot of it may be used in Canada.                                                                        
                                                                                                                                
10:33:32 AM                                                                                                                   
REPRESENTATIVE  SAMUELS asked  if on  pure economics,  maximizing                                                               
value to its  shareholders, TransCanada doesn't care  if NGLs are                                                               
taken off in AECO or shipped to  Chicago, but if some is taken at                                                               
the  Yukon  River there'll  be  a  little  less  gas and  thus  a                                                               
slightly higher tariff per unit.                                                                                                
                                                                                                                                
MR.  PULLIAM replied  he  believes it  largely  is accurate  that                                                               
TransCanada doesn't  have an  interest in  gas processing  or NGL                                                               
extraction, which will be performed  by somebody else; it isn't a                                                               
service that  company provides  now.  Agreeing  that if  the NGLs                                                               
were extracted in  Alaska the volumes would decline  a little, he                                                               
pointed out that they'd have  to come from another source, either                                                               
through quicker production or gas coming from other fields.                                                                     
                                                                                                                                
REPRESENTATIVE   SAMUELS   requested    confirmation   that   the                                                               
TransCanada proposal has an in-state  tariff which would apply to                                                               
propane  dropped out  at the  river and  that a  little would  be                                                               
saved on the tariff, since it wouldn't be the Alberta tariff.                                                                   
                                                                                                                                
MR. PULLIAM affirmed that.                                                                                                      
                                                                                                                                
10:35:35 AM                                                                                                                   
CHAIR  HUGGINS asked  if  anything in  AGIA  or in  TransCanada's                                                               
proposal  modifies the  state's flexibility  with respect  to its                                                               
royalty share.                                                                                                                  
                                                                                                                                
MR. PULLIAM replied  not that he was aware of.   Returning to the                                                               
slide, he noted  TransCanada proposes to construct  and operate a                                                               
gas treatment  plant (GTP)  if that  isn't undertaken  by another                                                               
party.   He  said  it seems  fairly clear  in  the proposal  that                                                               
TransCanada's preference is for someone else to do that.                                                                        
                                                                                                                                
10:36:30 AM                                                                                                                   
REPRESENTATIVE GARDNER  asked how  access pricing  and processing                                                               
costs are calculated, whether that  is regulated, and if there is                                                               
any way  it could impede  new explorers  wanting to get  into the                                                               
GTP.  She also asked who owns the gas.                                                                                          
                                                                                                                                
MR.  PULLIAM   answered  first  about   GTP  access.     He  said                                                               
TransCanada's  proposal   envisions  the   GTP  as   a  regulated                                                               
facility.    There'd  be   a  regulated  cost-of-service  tariff,                                                               
although there may  be issues, depending on who builds  it, as to                                                               
how  that regulation  is applied.    Noting this  is outside  his                                                               
field and  deals with FERC  policies, he  surmised it would  be a                                                               
regulated facility  if integrated  with the  pipe, but  he wasn't                                                               
sure  what access  issues would  exist if  it were  built by  the                                                               
producers and operated separately.                                                                                              
                                                                                                                                
MR.  PULLIAM  highlighted  the importance  of  considering  this,                                                               
since  the GTP  is integral  to getting  the gas  to market.   If                                                               
exploration is a  key activity to encourage, he  said, then being                                                               
able to  get gas into the  GTP or to  expand the GTP in  some way                                                               
will be important.                                                                                                              
                                                                                                                                
MR. PULLIAM  turned to who owns  the gas, saying that  is a legal                                                               
question best answered by one of  the state's attorneys; he is an                                                               
economist.   He offered  his lay understanding  that the  gas has                                                               
been leased to the producers,  which have ownership rights to it.                                                               
The state gets a royalty  portion and also has sovereign capacity                                                               
and the ability to tax the gas as it is extracted.                                                                              
                                                                                                                                
REPRESENTATIVE   SAMUELS  advised   members  that   tomorrow  the                                                               
question  involving  the  GTP  would   be  addressed  during  the                                                               
roundtable discussion.   He said the  point of AGIA is  to ensure                                                               
access.   If the GTP is  a bottleneck, he surmised  FERC will get                                                               
involved.  He posed a scenario  in which an expansion would drive                                                               
the tariff up and  he owned the GTP at Prudhoe  Bay; he asked why                                                               
he would expand it, costing him more with respect to the tariff.                                                                
                                                                                                                                
10:41:12 AM                                                                                                                   
SENATOR THERRIAULT  told members  last week  he was  surprised to                                                               
hear  that  Asian  gas systems  burn  a  higher-Btu-content  gas.                                                               
Selling into  that market and  getting the higher  price requires                                                               
that blend, and  Alaska's gas stream is right about  at what they                                                               
need.  If that happens, there'd  be no ability to strip out large                                                               
quantities of gas liquids either to  sell to a separate market or                                                               
to use in Alaska.  He asked if Mr. Pulliam agreed.                                                                              
                                                                                                                                
MR. PULLIAM  concurred, saying if  gas is to  be sent to  the Far                                                               
East in the  form of liquefied natural gas (LNG),  it will be for                                                               
industrial uses.   They can  handle gas that is  relatively rich,                                                               
with the  NGLs still in  it, and contracts are  typically written                                                               
for  a relatively  rich stream.   Assuming  that Alaska's  gas is                                                               
exported to  the Far East  in conformity with how  it's typically                                                               
done there,  it would mean relatively  few NGLs taken out  of the                                                               
gas before it's shipped.                                                                                                        
                                                                                                                                
MR. PULLIAM  pointed out in  North America it  works differently.                                                               
For safety reasons,  NGLs need to be stripped out  before the gas                                                               
is  used commercially  for  industrial  or residential  purposes.                                                               
Also, NGLs  have tremendous  value in  today's market  and future                                                               
projections.  They have to be  stripped out if they stay in North                                                               
America, which involves  a separate sale.  If the  gas is sent to                                                               
the Far East  under the kind of terms in  place now, a relatively                                                               
small amount of NGLs could be taken out prior to that.                                                                          
                                                                                                                                
10:44:34 AM                                                                                                                   
REPRESENTATIVE JOULE recalled hearing for  a long time how hungry                                                               
the country is for Alaska's gas.   He asked:  If some of this gas                                                               
will be  used in the tar  sands and some in  the Canadian market,                                                               
how much  will really  be used in  the Lower 48?   Also,  he said                                                               
part of  the argument against  an all-Alaska gas pipeline  to get                                                               
to the Asian market is  that the congressional delegation will be                                                               
upset.  He noted this gets into a larger political arena.                                                                       
                                                                                                                                
MR. PULLIAM responded that the gas  would be sent via pipeline to                                                               
Alberta, where  it would connect  with an existing  system taking                                                               
gas to  the U.S.   In Alberta,  all that gas  gets comingled.   A                                                               
particular  molecule cannot  be  attributed to  Alaska or  Canada                                                               
physically, although it can be through accounting.                                                                              
                                                                                                                                
MR. PULLIAM  said today  Western Canada exports  gas to  the U.S.                                                               
If  Alaska's gas  connects  into that,  it  increases the  supply                                                               
there and  effectively pushes the gas  into the U.S.   As long as                                                               
Canada exports  more than 4.5 Bcf/day,  the addition  of Alaska's                                                               
gas  effectively moves  it  into the  Lower 48,  in his  opinion,                                                               
since  if Alaska's  physical gas  is  used in  Canada, it  pushes                                                               
Canadian gas into the Lower 48.                                                                                                 
                                                                                                                                
REPRESENTATIVE  LeDOUX  asked:    How do  we  know  Canada  would                                                               
continue to export  gas to the U.S. if there  were a gas shortage                                                               
in Canada?                                                                                                                      
                                                                                                                                
MR.  PULLIAM surmised  if  Canadian production  got  so low  that                                                               
there  wasn't anything  left to  export,  the gas  would be  used                                                               
there.  However, all projections  he's seen show Canada exporting                                                               
gas  for a  long time,  although those  exports are  declining as                                                               
production in Canada has declined and usage there has risen.                                                                    
                                                                                                                                
MR. PULLIAM added that the Canadian  and U.S. markets for gas are                                                               
tied  together  as  one  larger  market;  that's  different  from                                                               
elsewhere in  the world  today.   They are  tied by  an extensive                                                               
system of pipelines that have operated  for some time to move gas                                                               
from Canada into  the U.S.  That is expected  to continue for the                                                               
foreseeable future.                                                                                                             
                                                                                                                                
MS. ADAIR noted her presentation would address some of this.                                                                    
                                                                                                                                
REPRESENTATIVE  SAMUELS  remarked  that setting  aside  political                                                               
concerns -  including federal loan  guarantees and  what Congress                                                               
thinks -  if Alaska  sold its gas  to the tar  sands and  got the                                                               
best  price there  because of  not having  to pay  the tariff  to                                                               
Chicago, the state wouldn't care economically.                                                                                  
                                                                                                                                
MR. PULLIAM replied  he thought that was correct.   To the extent                                                               
the federal  government allows  Alaska to do  what it  wants with                                                               
the  gas,  seeking  the  highest  netback  makes  sense.    As  a                                                               
practical and  economic matter, if  the gas connects into  a grid                                                               
in  Canada,  it   effectively  moves  gas  into   the  Lower  48,                                                               
regardless of  whether it's the same  physical gas.  He  gave his                                                               
understanding  from  discussions  with  the  U.S.  Department  of                                                               
Energy (DOE)  and others  in the  federal government  that they'd                                                               
view  it the  same way  -  not as  an  export to  Canada, but  as                                                               
facilitating the movement of more gas into the U.S.                                                                             
                                                                                                                                
10:51:38 AM                                                                                                                   
SENATOR THERRIAULT emphasized that  the shorter the distance, the                                                               
higher the netback to the state.   If Alaska can sell to a closer                                                               
market,  it's advantageous  in the  long term.   He  requested to                                                               
hear at some  point about the original  congressional language or                                                               
the treaty  between the  U.S. and Canada  as far  as anticipating                                                               
where the gas would ultimately  be delivered and whether there is                                                               
a commitment  or requirement that  a certain number  of molecules                                                               
make it across the border.                                                                                                      
                                                                                                                                
REPRESENTATIVE SAMUELS replied  if they cannot get  the answer in                                                               
the next two  days, they'll task somebody with  getting it during                                                               
the special session.   It is a good point  as to whether Congress                                                               
requires  the  gas  to  get  to the  U.S.;  some  rules  for  the                                                               
$18 billion in loan guarantees haven't been written yet.                                                                        
                                                                                                                                
REPRESENTATIVE  SAMUELS  emphasized that  TransCanada's  proposal                                                               
has  suggestions,  not requirements,  on  how  the company  would                                                               
structure  those; it  will  depend on  Congress.   Although  some                                                               
won't be answerable, there can be  research on what has been done                                                               
so  far and  whether rules  say  certain molecules  or a  certain                                                               
amount of extra  gas must go somewhere in particular  and not end                                                               
up in Canada's tar sands.                                                                                                       
                                                                                                                                
10:53:12 AM                                                                                                                   
MR.  PULLIAM  turned  to  the  last  point  on  slide  1,  saying                                                               
TransCanada  proposes  to  provide  pipeline access  for  an  LNG                                                               
facility if  demand warrants - if,  when an open season  is held,                                                               
there  is  sufficient demand  for  a  pipeline into  Southcentral                                                               
Alaska or Valdez to build an LNG facility.                                                                                      
                                                                                                                                
REPRESENTATIVE  SAMUELS suggested  saving the  following for  the                                                               
roundtable  discussion,  since  FERC  and rate  making  would  be                                                               
involved.   He  posed a  scenario with  an open  season in  which                                                               
somebody bids 2 Bcf/day for  LNG, which wouldn't leave enough gas                                                               
to  build  the  across-Canada  pipeline.    He  asked  who  would                                                               
determine in the open season which bid to take.                                                                                 
                                                                                                                                
MR.  PULLIAM answered  in  part,  saying if  there  were an  open                                                               
season with  such demand for  in-state use, he believes  it would                                                               
cause TransCanada to  look at whether it would build  the rest of                                                               
the line  or what  makes the  most sense.   Typically,  a company                                                               
would rank commitments in terms of  the present value of those in                                                               
an open  season and then  allocate them  based on what  gives the                                                               
highest value overall.                                                                                                          
                                                                                                                                
REPRESENTATIVE  SAMUELS  asked who  would  have  that say  -  the                                                               
state, the federal government, or the pipeline company.                                                                         
                                                                                                                                
MR.  PULLIAM gave  his sense  that  it's a  process the  pipeline                                                               
company would go through.                                                                                                       
                                                                                                                                
10:56:32 AM                                                                                                                   
MR. PULLIAM paraphrased  slide 2, the second  on what TransCanada                                                               
proposes to do, which said:                                                                                                     
                                                                                                                                
     Offer tariffs reflecting:                                                                                                  
                                                                                                                                
     - 20, 25 and 30 year firm transportation commitments                                                                       
                                                                                                                                
      - Recourse and Negotiated Rates (Alaska); Negotiated                                                                      
        Rates (Canada)                                                                                                          
                                                                                                                                
     - Capital Structure of 70% debt/30% equity (recourse),                                                                     
        75% debt/25% equity (negotiated)                                                                                        
                                                                                                                                
     - Equity return floating at 965 basis points above 10-                                                                     
        year T-bonds                                                                                                            
                                                                                                                                
     - 100% cost recovery (3.5 MMBtu/day and above)                                                                             
                                                                                                                                
MR.  PULLIAM  added  that  TransCanada   proposes  two  types  of                                                               
tariffs:  1) a recourse rate,  a traditional cost-of-service rate                                                               
that is  required by  AGIA, and  2) a  negotiated rate,  which is                                                               
something  the parties  sit  down and  come  to agreement  about.                                                               
Both would be addressed later.   Consistent with the requirements                                                               
of AGIA, TransCanada is offering  the capital structure set forth                                                               
above; the negotiated rates are  for when the pipeline comes into                                                               
operation, when there'd be a little higher debt ratio.                                                                          
                                                                                                                                
MR. PULLIAM  noted the equity  return is a little  different from                                                               
other U.S. pipelines.   It would float year to  year at 965 basis                                                               
points  above 10-year  Treasury  bonds  ("T-bonds"); this  equals                                                               
9.65 percent interest.   If T-bonds  are at 5 percent,  the total                                                               
would be 14.65 percent.                                                                                                         
                                                                                                                                
REPRESENTATIVE  SAMUELS recalled  during  the session  Mr. Porter                                                               
had looked back at the rate  of return (ROR) for 10-year T-bonds,                                                               
finding the floating  rate of return went from  14 percent to the                                                               
mid-20s.    He  asked  Mr.  Pulliam if  he'd  run  a  calculation                                                               
comparing that  and whether he  could confirm that the  ROR could                                                               
go that high.                                                                                                                   
                                                                                                                                
MR. PULLIAM indicated  he'd show calculations later.   Turning to                                                               
the  final point  on  the slide,  he  said TransCanada's  tariffs                                                               
would reflect  100 percent cost recovery,  meaning those shipping                                                               
on the pipeline would be expected  to pay ultimately for the full                                                               
cost  of constructing  and financing  the  pipe, as  well as  the                                                               
associated operating costs.  TransCanada  is offering to build as                                                               
long as commitments are greater than the amount shown.                                                                          
                                                                                                                                
10:59:45 AM                                                                                                                   
MR.  PULLIAM  addressed   slide  3,  the  third   slide  on  what                                                               
TransCanada proposes, which had the following points:                                                                           
                                                                                                                                
      - Assess market demand for expansion every two years                                                                      
        through non-binding open seasons                                                                                        
                                                                                                                                
       - Offer rolled-in rates for expansions, subject to                                                                       
        ceiling of 115% of initial tariff                                                                                       
                                                                                                                                
     - Provide minimum of 5 in-state delivery points, using                                                                     
        distance-sensitive rates                                                                                                
                                                                                                                                
MR. PULLIAM  noted these  are consistent with  AGIA.   The second                                                               
point means if  the cost of expansion would drive  up the initial                                                               
rates by less  than 15 percent once expansion  costs are factored                                                               
in,  then those  rates would  be included  in everyone's  tariff,                                                               
including  the tariff  for those  that committed  in the  initial                                                               
open season.   It may  drive rates down  as well by  putting more                                                               
gas in there,  but rolled-in treatment would be used  at least up                                                               
to the 115 percent ceiling.  He would show an example later.                                                                    
                                                                                                                                
REPRESENTATIVE  SAMUELS  posed  a question  for  Mr. Pulliam  and                                                               
Dr. Neri when  that time  comes:  Can  that number  be negotiated                                                               
away?                                                                                                                           
                                                                                                                                
REPRESENTATIVE  CRAWFORD inquired  about  the difference  between                                                               
binding and nonbinding open seasons.                                                                                            
                                                                                                                                
MR.  PULLIAM answered  that a  nonbinding open  season is  one in                                                               
which  the company  solicits interest  in transportation,  rather                                                               
than requiring  someone to sign up  at that point.   In a binding                                                               
open  season, if  someone responds  to a  solicitation and  it is                                                               
accepted, that  is binding and  the party would then  be expected                                                               
to sign a firm transportation (FT) commitment.                                                                                  
                                                                                                                                
MR. PULLIAM, in further response,  relayed his understanding that                                                               
it would  be up to  TransCanada to  conduct the proceeding.   But                                                               
explorers or potential shippers would  be the ones to respond and                                                               
say what type of capacity they'd like and so forth.                                                                             
                                                                                                                                
REPRESENTATIVE CRAWFORD  asked whether TransCanada  could respond                                                               
by saying no.                                                                                                                   
                                                                                                                                
MR. PULLIAM  said he wasn't  sure, but  they have to  conduct it.                                                               
He gave his understanding that if  the demand is there and people                                                               
are willing  to pay the cost  of the proposed tariffs,  they'd be                                                               
required to go forward.                                                                                                         
                                                                                                                                
SENATOR WIELECHOWSKI asked how it  works.  For instance, does the                                                               
open season have  to be for gas  to Alberta or Valdez,  or can it                                                               
be for gas to anywhere?                                                                                                         
                                                                                                                                
11:04:08 AM                                                                                                                   
JOHN  NERI, Ph.D.,  Benjamin  Schlesinger  and Associates,  Inc.,                                                               
gave his  understanding that this  is once the pipeline  has been                                                               
constructed.   If the  pipeline is from  Prudhoe Bay  to Alberta,                                                               
the points  would have  been defined  already and  the nonbinding                                                               
open season would be the  pipeline's way of finding interest from                                                               
shippers as  to whether it  should expand  the system.   If, over                                                               
the years, there are intermediate  receipt or delivery points, it                                                               
gets a  little more complicated  and there might be  open seasons                                                               
for those points.                                                                                                               
                                                                                                                                
11:05:10 AM                                                                                                                   
REPRESENTATIVE FAIRCLOUGH asked:   If it can't exceed 115 percent                                                               
of  the cost  in  determining access  to the  line,  is there  an                                                               
inflation-proof factor  for construction,  or will  inflation eat                                                               
it up so there is no longer an assessment of the market?                                                                        
                                                                                                                                
MR.  PULLIAM  offered his  understanding  that  if they  couldn't                                                               
expand within the  115 percent cap, they wouldn't  be required to                                                               
offer rolled-in treatment  for an expansion.   An expansion could                                                               
still take  place, but it  would bear whatever  incremental costs                                                               
were associated with it.                                                                                                        
                                                                                                                                
REPRESENTATIVE  FAIRCLOUGH expressed  concern,  saying it  limits                                                               
access to  the line if  someone has  to pay the  entire expansion                                                               
cost  but  inflation  for  construction  isn't  factored  into  a                                                               
baseline tariff.                                                                                                                
                                                                                                                                
REPRESENTATIVE LeDOUX asked if anyone could answer definitively.                                                                
                                                                                                                                
MR. PULLIAM  suggested someone  from the  administration probably                                                               
could.                                                                                                                          
                                                                                                                                
11:07:57 AM                                                                                                                   
SENATOR ELTON  highlighted the  second point  on slide  3, "Offer                                                               
rolled-in rates  for expansions,  subject to  ceiling of  115% of                                                               
initial tariff."  He asked if TransCanada is required to do so.                                                                 
                                                                                                                                
MR.  PULLIAM affirmed  that, noting  the 115  percent ceiling  is                                                               
required by AGIA.                                                                                                               
                                                                                                                                
SENATOR  THERRIAULT gave  his  understanding  that the  rolled-in                                                               
rates, the  115 percent cap,  and the  ROR must be  sanctioned by                                                               
FERC.  TransCanada  hopes for a 14 percent ROR;  the producers or                                                               
whoever ships  on the line  will negotiate that rate  down, which                                                               
is in  the state's  best interests because  the netback  would go                                                               
up.   He  recalled  that  the FERC  language  says  there can  be                                                               
rolled-in rates, but  not to the point of  subsidization, a point                                                               
FERC determines.                                                                                                                
                                                                                                                                
SENATOR  THERRIAULT also  recalled that  the state  required that                                                               
TransCanada propose in  its application that it is  willing to do                                                               
rolled-in rates  up to 115 percent.   But until it  goes to FERC,                                                               
it isn't  known if  FERC will  set that  cap at  105 percent, for                                                               
instance.   He requested  discussion about  what the  state asked                                                               
for, what TransCanada proposed, and FERC's role in this.                                                                        
                                                                                                                                
MR. PULLIAM opined that it's  under the control of the regulators                                                               
and  that FERC  said  there'll be  a  presumption that  rolled-in                                                               
treatment  is appropriate  for expansions;  this doesn't  mean it                                                               
has  ceded  control or  oversight,  however,  since FERC  is  the                                                               
ultimate arbiter of  what is required.  He  suggested FERC's role                                                               
in the  process might be different  in the context of  a recourse                                                               
rate versus a negotiated rate.                                                                                                  
                                                                                                                                
11:11:35 AM                                                                                                                   
DAN DICKINSON  added that the  administration, in  several places                                                               
in the  findings, pointed out that  the State of Alaska  could be                                                               
among  the parties  that appeal,  saying it  should be  500 basis                                                               
points, for  instance.  The  state isn't  bound by this  plan and                                                               
could be appealing those numbers along with the shippers.                                                                       
                                                                                                                                
MR. PULLIAM turned to  the final point on slide 3.   He said it's                                                               
consistent with  AGIA that TransCanada  is offering to  provide a                                                               
minimum of five in-state delivery  points and to offer tariffs on                                                               
a distance-sensitive  basis.  An  example of how such  rates work                                                               
would  be shown,  but it  means  tariffs for  movement in  Alaska                                                               
would be related to mileage and  would be lower than for movement                                                               
outside of the state.                                                                                                           
                                                                                                                                
SENATOR WIELECHOWSKI  asked whether there'd be  a "postage stamp"                                                               
rate  for all  of Alaska,  so if  there are  five offtake  points                                                               
they'd have the same rate, even  if one required 100 miles of in-                                                               
state line and the other required 700 miles.                                                                                    
                                                                                                                                
MR. PULLIAM affirmed that.  He  said the rate is calculated based                                                               
on the average delivery cost for all those locations.                                                                           
                                                                                                                                
11:13:10 AM                                                                                                                   
REPRESENTATIVE KELLY  returned to rolled-in rates.   Interpreting                                                               
Mr.  Pulliam's remarks  about the  115  percent cap  to mean  the                                                               
incremental shipper has to  pick it all up, he asked:   Is it not                                                               
the case  that it's  rolled in up  to the  115 percent constraint                                                               
and then  the delta above  that the incremental shipper  picks up                                                               
at 100 percent, instead of the whole deal being off?                                                                            
                                                                                                                                
MR. PULLIAM said he wasn't sure  if the entire increment would be                                                               
picked up or it would just be the amount above 115 percent.                                                                     
                                                                                                                                
REPRESENTATIVE KELLY asked  Mr. Pulliam to get back on  that.  He                                                               
also  asked   about  inflation,  surmising  the   115 percent  is                                                               
strictly in nominal dollars.                                                                                                    
                                                                                                                                
MR.  PULLIAM gave  his understanding  that it  would be  the rate                                                               
that would be expressed in nominal dollars.                                                                                     
                                                                                                                                
MR.  DICKINSON added  that  the first  series  of expansions,  as                                                               
noted on  the previous slide,  will probably lower the  rates for                                                               
everyone.   The  rolled-in  rates occur  later,  when looping  is                                                               
required.  It won't  be going from a base.   Inflation may or may                                                               
not eat it up, and there will be more overhead than 15 percent.                                                                 
                                                                                                                                
11:15:09 AM                                                                                                                   
REPRESENTATIVE  FAIRCLOUGH focused  on distance-sensitive  rates,                                                               
asking what happens with respect  to Alaska's offtake in relation                                                               
to the  rate for  going through Canada,  because there's  less to                                                               
monetize going through that line for capital construction costs.                                                                
                                                                                                                                
MR. PULLIAM replied that the cost  is spread out for all movement                                                               
of gas throughout Alaska, whether it's  going to the border or to                                                               
locations in  Alaska.  Then  the cost  is allocated based  on the                                                               
mileage and the volume to those different locations.                                                                            
                                                                                                                                
REPRESENTATIVE  FAIRCLOUGH  offered that  the  more  gas that  is                                                               
taken off in Alaska for in-state  use, the higher the tariff rate                                                               
will be  because there will be  less to monetize going  to market                                                               
through Canada.                                                                                                                 
                                                                                                                                
MR. PULLIAM said that's what he anticipates.                                                                                    
                                                                                                                                
11:15:58 AM                                                                                                                   
REPRESENTATIVE  WILSON gave  her understanding  from meetings  in                                                               
Anchorage that  it would depend  on how  far the gas  has already                                                               
come down  the pipeline.   She interpreted Mr.  Pulliam's remarks                                                               
to mean that if there is only  one offtake point and they pay $3,                                                               
and  then two  years  later a  new offtake  point  is added  much                                                               
farther down the  line, it still would be added  together so that                                                               
the tariff for the first offtake point would go up.                                                                             
                                                                                                                                
MR. PULLIAM responded if that  occurred after the initial offtake                                                               
points  were  set,  he  wasn't  sure if  it  would  lead  to  two                                                               
different rates  or would all  get rolled into  one.  He  said he                                                               
didn't  know if  it would  change the  overall in-state  rate and                                                               
didn't believe the proposal specified how that would work.                                                                      
                                                                                                                                
11:18:00 AM                                                                                                                   
REPRESENTATIVE  GARDNER  said the  tariff  rate  is set  for  the                                                               
original   shippers;  over   time,   expansion  shippers,   using                                                               
compression expansion, bring down the  rate for everyone.  So the                                                               
last  new shipper  using the  rolled-in  rate starts  out at  the                                                               
lowest potential rate.   Then new expansion shippers  come in and                                                               
looping is  required.  For the  115 percent ceiling for  the last                                                               
of the expansion shippers before  the looping rates, she asked if                                                               
that's  115  percent  of  the  lowest possible  rate  or  if  the                                                               
expansion  shippers would  experience  a new  tariff  that has  a                                                               
ceiling of  115 percent of  what the original shippers  paid, the                                                               
highest rate to date.                                                                                                           
                                                                                                                                
MR. PULLIAM  replied it's  115 percent of  the initial  rates, to                                                               
his understanding.                                                                                                              
                                                                                                                                
REPRESENTATIVE  GARDNER  surmised  the expansion  shippers  would                                                               
experience  an increase  that could  be  significantly more  than                                                               
they'd signed up for.                                                                                                           
                                                                                                                                
MR. PULLIAM said it could be; that's his understanding.                                                                         
                                                                                                                                
11:19:33 AM                                                                                                                   
REPRESENTATIVE   LeDOUX  referred   to  Representative   Wilson's                                                               
question about  in-state delivery points.   She asked:   If there                                                               
isn't anything in the proposal to cover that, should there be?                                                                  
                                                                                                                                
MR. PULLIAM  replied nothing  he sees  in the  proposal addresses                                                               
the  specific question.   He  indicated  it might  be helpful  to                                                               
include  that  if  a  license  is  issued.    Also,  there  is  a                                                               
regulatory backstop, since  FERC will look at it  and ask whether                                                               
it's a  reasonable treatment  if there's any  ambiguity.   If the                                                               
desire is to lock it in up front, though, that could be done.                                                                   
                                                                                                                                
11:20:56 AM                                                                                                                   
REPRESENTATIVE SAMUELS  posed a question for  all the consultants                                                               
later:   Will  the  entire  115 percent  evolve  around how  FERC                                                               
interprets  the word  "subsidization"?   For instance,  if BP  is                                                               
paying $3.00  as a tariff, with  the potential risk that  it will                                                               
go to  $3.45 -  billions over  the life  of the  project -  is it                                                               
subsidization?                                                                                                                  
                                                                                                                                
REPRESENTATIVE  SAMUELS  followed   up  on  Senator  Therriault's                                                               
comments, saying FERC  will determine this.  As  he recalled, the                                                               
shippers  when  they  take  FT   commitments  could  argue  their                                                               
economic   interests  before   FERC,  but   AGIA  requires   that                                                               
TransCanada ask for  this and then the state can  go with what it                                                               
believes is in  its best interest for the tariff.   He added that                                                               
the mandate from Congress which  leaned towards rolled-in tariffs                                                               
and expanding the basin will play  into it somehow, but a roomful                                                               
of lawyers at FERC will determine that.                                                                                         
                                                                                                                                
MR.  PULLIAM indicated  later this  would be  addressed somewhat.                                                               
He turned to  slide 4, a proposed timeline assuming  a license is                                                               
awarded in  April 2008.   Since it  wasn't awarded then,  he said                                                               
the timing  would move back  accordingly unless there  are places                                                               
where TransCanada believes it can make up for that.                                                                             
                                                                                                                                
MR. PULLIAM said the initial  open season is envisioned 18 months                                                               
after the  license is awarded,  September 2009 on  this timeline.                                                               
If  it's successful,  FERC  filings  would be  in  place for  the                                                               
certificate of  public convenience  and necessity,  he indicated,                                                               
which would ultimately allow TransCanada to begin construction.                                                                 
                                                                                                                                
MR.  PULLIAM noted  the  anticipated FERC  response  is in  April                                                               
2013,  with project  sanction  at the  beginning  of 2014,  which                                                               
starts  the construction  process.   This  takes  the project  to                                                               
early 2018,  although initial gas  is shown on this  timeline for                                                               
November  2017.    He  pointed   out  that  the  administration's                                                               
findings include  different assumptions for timing  and generally                                                               
see this  schedule as optimistic,  predicting instead  that first                                                               
gas will be about 2020.                                                                                                         
                                                                                                                                
11:25:19 AM                                                                                                                   
REPRESENTATIVE CRAWFORD  told members how extremely  irritated he                                                               
feels that  it takes  four years  to get  FERC approval,  but two                                                               
years to build  it.  Saying America needs this  gas, he suggested                                                               
focusing on getting expedited FERC approval.                                                                                    
                                                                                                                                
SENATOR WIELECHOWSKI  asked whether FERC would  expedite this and                                                               
where  the holdup  is that  would  cause a  three-year delay,  to                                                               
2020, in getting the gas on line.                                                                                               
                                                                                                                                
MR.  PULLIAM  gave  his  assessment that  FERC  is  committed  to                                                               
expediting it  and is  charged by Congress  with doing  so, which                                                               
FERC takes seriously; later in  the month someone from FERC would                                                               
address those  issues.  One  delay relates  to the ability  to do                                                               
work in the summertime.   This requires phasing, and the timeline                                                               
on the slide is based on getting  a license in April 2008 so work                                                               
can start in the summer.  If the  license is issued at the end of                                                               
summer, it pushes  work back a year.  He  said the administration                                                               
could better  explain other  delays, since  they'd looked  at all                                                               
the regulatory and construction phases.                                                                                         
                                                                                                                                
11:28:21 AM                                                                                                                   
MR. PULLIAM showed  slide 5, "What Does TransCanada  Ask From the                                                               
State?"   It had the following  points, along with a  chart under                                                               
the third  bullet point that  showed amounts budgeted,  the state                                                               
reimbursement, and the reimbursement percentages:                                                                               
                                                                                                                                
     - License                                                                                                                  
                                                                                                                                
     - Follow through on State commitments under AGIA                                                                           
                                                                                                                                
    - State    Contribution   of   $500    million   toward                                                                     
        development cost of pipeline                                                                                            
                                                                                                                                
        - Not to be included in tariff rate base                                                                                
                                                                                                                                
REPRESENTATIVE GARA  returned to  slide 4, surmising  a four-year                                                               
FERC approval  process also  would apply  to any  other proposal,                                                               
including one from the producers.                                                                                               
                                                                                                                                
MR.  PULLIAM replied  he wasn't  aware  of anything  in the  FERC                                                               
approval process specific to just TransCanada or the producers.                                                                 
                                                                                                                                
MR. NERI added that FERC approvals  for pipelines in the Lower 48                                                               
typically  take 24  months or  less.   He wasn't  certain why  it                                                               
might  be 48 months  for this  proposal, although  it is  a large                                                               
project with unique circumstances.                                                                                              
                                                                                                                                
11:29:58 AM                                                                                                                   
REPRESENTATIVE LeDOUX  asked about the state  license versus what                                                               
is issued from FERC.                                                                                                            
                                                                                                                                
MR.  DICKINSON  explained  that  FERC  issues  a  certificate,  a                                                               
critical step  in building  a pipeline.   But  the state  has now                                                               
defined  its  license, a  copy  of  which  can  be found  on  the                                                               
website; it is distinct from what FERC does.                                                                                    
                                                                                                                                
REPRESENTATIVE  LeDOUX asked  whether  that  means the  producers                                                               
can't do anything without a state license.                                                                                      
                                                                                                                                
MR.  DICKINSON replied  the license  refers  to three  documents:                                                               
AGIA;  the   request  for  applications   (RFA)  put  out   as  a                                                               
consequence  of AGIA;  and  the application.    He indicated  the                                                               
commissioner of the Department of  Revenue (DOR) had said nothing                                                               
in  the  license  prevents  anyone from  doing  the  same  things                                                               
without  it.   The  license grants  certain  benefits to  whoever                                                               
holds it, and it is a one-time deal for one company.                                                                            
                                                                                                                                
REPRESENTATIVE LeDOUX suggested it equates to the $500 million.                                                                 
                                                                                                                                
MR. DICKINSON  agreed that's  the most  visible aspect,  but said                                                               
other things are being granted.  He mentioned a coordinator.                                                                    
                                                                                                                                
AN UNIDENTIFIED SPEAKER mentioned treble damages.                                                                               
                                                                                                                                
11:32:41 AM                                                                                                                   
REPRESENTATIVE  HAWKER asked  whether Canada's  regulatory agency                                                               
would be involved  and might complicate this  timeline or whether                                                               
that is encompassed in the FERC timeline.                                                                                       
                                                                                                                                
MR.  PULLIAM answered  that this  chart  came from  TransCanada's                                                               
proposal,  and he  believes  it encompasses  a  generic label  of                                                               
FERC.   While  this is  ongoing, though,  the same  process would                                                               
have to be going on with Canada's National Energy Board (NEB).                                                                  
                                                                                                                                
AN   UNIDENTIFIED   SPEAKER    asked   whether   the   regulatory                                                               
interrelationship would be discussed later.                                                                                     
                                                                                                                                
MR. PULLIAM agreed it could be talked about.                                                                                    
                                                                                                                                
11:33:43 AM                                                                                                                   
REPRESENTATIVE WILSON  asked:   If the state  gives a  license to                                                               
TransCanada, doesn't the treble  damages provision mean the state                                                               
couldn't give a license to anyone else?                                                                                         
                                                                                                                                
MR.  DICKINSON  opined  that  the  treble  damages  provision  is                                                               
triggered by a  payment of money, presumably the  $500 million or                                                               
favorable treatment with respect to  the royalty or tax, although                                                               
he couldn't  recall the exact  language.   There is a  process to                                                               
award one  license, which is now  before the legislature.   If it                                                               
fails, there may be another  process to bring up another license,                                                               
but  he didn't  believe it  was  anticipated that  a second  live                                                               
license would be issued.                                                                                                        
                                                                                                                                
REPRESENTATIVE WILSON  gave her  understanding that if  the state                                                               
assisted anyone else, the treble damages provision would apply.                                                                 
                                                                                                                                
MR. DICKINSON  replied there are caveats.   If at some  point the                                                               
project  is found  to  be uneconomic  and  both parties  mutually                                                               
withdraw,  there'd be  no  treble damages.    The treble  damages                                                               
would only  occur if,  say, one party  thought it  was uneconomic                                                               
but the  other didn't; then it  might be asked whether  the state                                                               
was doing something with another party.                                                                                         
                                                                                                                                
MR. DICKINSON  suggested looking at the  language defining treble                                                               
damages, noting there are two clauses:   one that triggers it and                                                               
one that defines the amount.   Those don't use the same words and                                                               
therefore might cause  legal debate.  He  opined that assistance,                                                               
particularly nonexclusive assistance, wouldn't trigger it.                                                                      
                                                                                                                                
SENATOR STEVENS  asked if the  treble damages are for  the amount                                                               
of money expended or include loss of revenue.                                                                                   
                                                                                                                                
MR.  DICKINSON  proposed looking  carefully  at  the statute  and                                                               
getting a legal opinion.  He  said the words are ambiguous to him                                                               
as  a  layperson.    He  recalled  last  week  in  Anchorage  the                                                               
Department of Natural Resources  (DNR) commissioner, who isn't an                                                               
attorney either, defined  the treble damages as  measured by what                                                               
is left over after reimbursement.                                                                                               
                                                                                                                                
MR. DICKINSON  highlighted slide 5.   He said  the commissioner's                                                               
interpretation  was  that the  maximum  treble  damages would  be                                                               
three  times  $111 million,  or  $333 million.   However,  others                                                               
would  say it's  three  times  the total  spent,  closer to  $2.4                                                               
billion.  There  is some question as to whether  it's three times                                                               
on top of what has already been paid or the total payment.                                                                      
                                                                                                                                
11:37:25 AM                                                                                                                   
MR. PULLIAM explained  the chart under the third  bullet point of                                                               
slide 5,  saying the  state's contribution  of $500  is something                                                               
TransCanada's  proposal asked  for; AGIA  has provisions  on that                                                               
contribution,  including how  much can  occur prior  to the  open                                                               
season,  during   the  certification   period,  at  least   as  a                                                               
percentage.  What  is shown on the slide is  from an amendment to                                                               
TransCanada's proposal as to how those dollars would be spent.                                                                  
                                                                                                                                
MR. PULLIAM noted about $82  million is budgeted through the open                                                               
season,  with the  state reimbursing  50 percent;  to get  to the                                                               
certification  TransCanada  anticipates  another  $528.7 million,                                                               
with  the  state  reimbursing  $458.8   million.    That's  about                                                               
87 percent, whereas AGIA calls for  90 percent - less because the                                                               
$500 million cap  is reached during that time.   Overall, through                                                               
the  certification  period, the  proposed  budget  is about  $611                                                               
million,  with  the state  contributing  $500  million, about  82                                                               
percent.                                                                                                                        
                                                                                                                                
MR.  PULLIAM said  about $29  billion  is estimated  all the  way                                                               
through  construction;  the  state's  $500  million  contribution                                                               
would be  about 2 percent  of that.   The $500 million  cannot be                                                               
included  in the  rate base,  which  is worth  about 5 cents  per                                                               
MMBtu on the tariff.  Examples would be shown later.                                                                            
                                                                                                                                
CHAIR   HUGGINS  requested   confirmation   that  AGIA   requires                                                               
TransCanada to go to certification, but not build the pipeline.                                                                 
                                                                                                                                
MR. PULLIAM affirmed that.                                                                                                      
                                                                                                                                
SENATOR ELTON referred to presentations  by the state's reviewers                                                               
of the  license application, recalling they'd  suggested that the                                                               
$500 million affects  the tariff assessed afterwards  and that if                                                               
there is  a successful  project, the amount  will actually  be an                                                               
investment which returns dollars later.                                                                                         
                                                                                                                                
MR. PULLIAM  agreed it certainly is  an investment.  He  said the                                                               
question is what the  return will be.  Part of  what the state is                                                               
doing is buying  down the tariff for all shippers,  about 5 cents                                                               
per MMBtu.   The state has  a fairly large percentage  of the gas                                                               
"pie"  with  its royalty  and  taxes,  particularly at  projected                                                               
price levels; it will get a big  piece back in tariffs.  Also, as                                                               
with any  investment, this is making  a bet, taking some  risk in                                                               
return for  a lower tariff  and with the  hope that it  will help                                                               
move the process along.                                                                                                         
                                                                                                                                
11:42:08 AM                                                                                                                   
SENATOR THERRIAULT  recalled hearing last week  that the expected                                                               
tariff  reduction is  6 cents.   He  asked about  the difference,                                                               
saying  the 5  cents is  at  $1.2 billion  and so  that penny  is                                                               
meaningful.   He also expressed  concern that some  folks believe                                                               
the state will  write a check for $500 million  the day after the                                                               
license is issued, though that's not how the law works.                                                                         
                                                                                                                                
MR. PULLIAM opined  that the difference between  the 5 cents he'd                                                               
quoted  - which  is based  on  TransCanada's estimate  - and  the                                                               
administration's 6 cents is from  using different cost levels for                                                               
the pipeline and  a longer construction period,  which results in                                                               
a  little higher  savings but  on  a higher  tariff.   As to  the                                                               
second point, he  agreed a check wouldn't be  written right away;                                                               
these  would  be matching  funds  provided  after review  of  the                                                               
expenditures, to his understanding.                                                                                             
                                                                                                                                
SENATOR GREEN  asked:  If the  $500 million makes a  5-cent or 6-                                                               
cent difference and  the state sees it all invested  early on, up                                                               
to 82  percent of the investment  total preconstruction, wouldn't                                                               
it make  the same difference  if that $500 million  were extended                                                               
out  over, say,  only up  to  50 percent  throughout the  process                                                               
until the state reached its $500 million?                                                                                       
                                                                                                                                
MR. PULLIAM answered  that it should have a  little larger effect                                                               
earlier in  the process.   In calculating tariffs, a  pipeline is                                                               
entitled  to  an allowance  for  funds  used during  construction                                                               
(AFUDC),  which is  like  interest  on money  invested.   To  the                                                               
extent that the  state defers earlier dollars,  it actually would                                                               
have a little more impact on the tariff savings.                                                                                
                                                                                                                                
SENATOR GREEN  said she  wants assurance  that the  pipeline will                                                               
get built as the state invests its $500 million.                                                                                
                                                                                                                                
SENATOR BUNDE asked:  Could AGIA  have required the building of a                                                               
pipeline?                                                                                                                       
                                                                                                                                
MR.  PULLIAM  replied  he  wasn't   sure.    As  things  normally                                                               
progress, a company goes to  FERC for certification after getting                                                               
commitments  to  ship  gas.    If  FERC  provides  the  necessary                                                               
certificate, it would  be in the pipeline's interest  to go ahead                                                               
if it has those commitments.                                                                                                    
                                                                                                                                
11:46:14 AM                                                                                                                   
REPRESENTATIVE LeDOUX suggested if this  gets all the way through                                                               
the  certification process,  FERC could  say  this is  a go,  the                                                               
commitments could  exist, and the  $500 million could  already be                                                               
paid.   She asked whether TransCanada  could decide not to  do it                                                               
because it doesn't seem economically viable.                                                                                    
                                                                                                                                
MR. DICKINSON answered  that TransCanada may have  that legal and                                                               
technical  ability.   Practically,  though,  if binding  shipping                                                               
commitments   exist    and   TransCanada   has    obtained   FERC                                                               
certification  under the  terms  of AGIA,  it  seems unlikely  to                                                               
decide  against proceeding  unless there  are some  extraordinary                                                               
conditions on  the certificate.   There is an out  if TransCanada                                                               
meets the  criteria for proving  it's uneconomic, though  at that                                                               
point it would  be pretty hard to  do so.  Also,  the state could                                                               
challenge it, if  it were obviously economically  viable, and say                                                               
the company needed to proceed.                                                                                                  
                                                                                                                                
MR.  DICKINSON  noted  if  there  is a  failed  open  season  and                                                               
commitments don't  exist, however, TransCanada would  be applying                                                               
for a certificate and paying 10 cents  on every dollar - with the                                                               
state  putting out  90 cents -  without  much hope  of a  return.                                                               
TransCanada will want  to find customers.  If so,  it will likely                                                               
get  a  certificate.    But having  a  certificate  doesn't  find                                                               
customers, the gas shippers who use the transportation service.                                                                 
                                                                                                                                
REPRESENTATIVE   LeDOUX  gave   her  understanding,   then,  that                                                               
TransCanada would  have to  prove it's not  economic in  order to                                                               
decline to build the pipeline.   It couldn't simply decide on its                                                               
own that the project isn't economic.                                                                                            
                                                                                                                                
MR. DICKINSON  replied he would  double-check, but  believed that                                                               
to be the case.                                                                                                                 
                                                                                                                                
11:50:57 AM                                                                                                                   
MR.  PULLIAM  summarized  slide  6,  the  second  slide  on  what                                                               
TransCanada asks from  the state, which had  the following points                                                               
from TransCanada's proposal:                                                                                                    
                                                                                                                                
     - Engagement with ANS producers to reach agreement on                                                                      
        fiscal terms                                                                                                            
                                                                                                                                
     - Encouragement of robust exploration and development                                                                      
        of North Slope gas resources                                                                                            
                                                                                                                                
     - Cooperation of State to reach out to stakeholders                                                                        
                                                                                                                                
       - Cooperation of State in efforts with the Federal                                                                       
        Government to obtain support for project                                                                                
        - Use of loan guarantees for cost overruns                                                                              
        - Exploration of alternative credit concepts, i.e.,                                                                     
          backstop Shipper contract                                                                                             
                                                                                                                                
MR.  PULLIAM   relayed  his   understanding  that   these  aren't                                                               
requirements, but  things TransCanada is  asking the state  to do                                                               
in order to help make the project work.                                                                                         
                                                                                                                                
11:51:18 AM                                                                                                                   
REPRESENTATIVE  CISSNA   highlighted  the  third   point,  saying                                                               
unanticipated problems  increase costs and slow  a project, which                                                               
for  mega-projects  can be  disastrous.    Noting she  represents                                                               
stakeholders, citizens  in communities with a  local economy, she                                                               
surmised TransCanada  has experience with  socioeconomic impacts.                                                               
Saying many  such impacts  are starting  already, she  asked what                                                               
consideration has  been given  to how  TransCanada and  the state                                                               
can mitigate any negative aspects or costs.                                                                                     
                                                                                                                                
MR.   PULLIAM   gave   his  reading   that   TransCanada   hadn't                                                               
specifically addressed  that in the proposal,  other than working                                                               
in cooperation with  the state to reach out to  stakeholders.  He                                                               
interpreted  this to  mean that  if people  are impacted  in some                                                               
negative way, TransCanada would reach out to try to resolve it.                                                                 
                                                                                                                                
MR. PULLIAM  agreed that the  larger the project, the  more there                                                               
is to  consider, things  that can  and do go  wrong.   One should                                                               
spend time getting the planning right  at the outset - the better                                                               
the planning,  the better the execution.   He said he  thought it                                                               
would be important  during the planning process to  listen to the                                                               
concerns  of   individuals  in  communities  as   to  what  those                                                               
negatives might be.                                                                                                             
                                                                                                                                
MR. DICKINSON  recalled in  the prior go-round  there was  a body                                                               
created,   a   municipal   advisory   commission,   which   hired                                                               
Information Insights and did a  report.  Noting many items looked                                                               
at would be  features of this project as well,  he suggested that                                                               
is a good place to start.                                                                                                       
                                                                                                                                
11:55:59 AM                                                                                                                   
REPRESENTATIVE LeDOUX  asked about  the first  point, "Engagement                                                               
with ANS producers to reach agreement on fiscal terms."                                                                         
                                                                                                                                
MR.  PULLIAM gave  his interpretation  that TransCanada  wants an                                                               
agreement on the fiscal terms  to remove any potential impediment                                                               
to   a  successful   open  season   and   getting  the   pipeline                                                               
operational.                                                                                                                    
                                                                                                                                
REPRESENTATIVE  HAWKER  asked  whether these  are  conditions  or                                                               
gratuitous requests that the state doesn't need to follow up on.                                                                
                                                                                                                                
MR. PULLIAM answered  that as a legal matter he  didn't know, but                                                               
he   didn't   believe   they  were   gratuitous.      He'd   seen                                                               
correspondence  back  and  forth  and didn't  believe  they  were                                                               
characterized  as precedent  or  legally binding.    He gave  his                                                               
understanding  that  TransCanada  believes  these  are  important                                                               
issues on which they'd like to see progress.                                                                                    
                                                                                                                                
REPRESENTATIVE LeDOUX asked if this  is returning to the issue of                                                               
fiscal certainty, an impediment a couple of years ago.                                                                          
                                                                                                                                
MR.  PULLIAM  indicated  he  believes  fiscal  certainty  through                                                               
locking  in  the tax  rate  is  part  of  it, together  with  the                                                               
percentage the state gets.   He surmised TransCanada would want a                                                               
reasonable balance between the state  and the producers as to how                                                               
the state effectively taxes the  pipeline, which would impact the                                                               
tariff.   Potentially more important  is how the state  taxes the                                                               
gas production itself.                                                                                                          
                                                                                                                                
11:59:57 AM                                                                                                                   
MR. DICKINSON explained the state's  taxes and royalties.  First,                                                               
property tax that the project pays  goes into the tariff and gets                                                               
paid by  the shippers,  although TransCanada  will get  the bill.                                                               
Second,  there   is  an  allowance  for   income  tax,  including                                                               
corporate  income  tax;  if  TransCanada  makes  profits  on  the                                                               
pipeline it  will get the bill,  but it goes into  the tariff and                                                               
is paid  by the  producers.   Third, production  tax is  based on                                                               
production; TransCanada  presumably would have no  production, so                                                               
it would be paid by the producers.  Those are the taxes.                                                                        
                                                                                                                                
MR.  DICKINSON  said, fourth,  royalties  are  based on  what  is                                                               
produced  off of  state-owned land,  so TransCanada  wouldn't pay                                                               
those  either.   So  taxes and  royalties to  the  state if  this                                                               
project  is  built  won't  come   out  of  TransCanada's  pocket.                                                               
They'll  all come  from the  shippers,  presumably the  producers                                                               
that are the customers on the pipeline.                                                                                         
                                                                                                                                
REPRESENTATIVE  LeDOUX  asked:    In  order  to  get  this  to  a                                                               
successful open season,  will the legislature have  to talk about                                                               
providing the producers with some  fiscal certainty on taxes over                                                               
a specific length of time?                                                                                                      
                                                                                                                                
MR. PULLIAM replied  he didn't know, but TransCanada  has said it                                                               
would  like for  the  state  to come  to  an  agreement with  the                                                               
producers on fiscal  terms; in their view,  that would facilitate                                                               
a successful open season and project.                                                                                           
                                                                                                                                
REPRESENTATIVE  DOOGAN  asked:   If  the  legislature approves  a                                                               
license for  TransCanada, does  it obligate  the state  either to                                                               
reach  an agreement  with the  producers  on fiscal  terms or  to                                                               
discuss fiscal  terms with them?   Or is this a  third category -                                                               
things TransCanada  would like the state  to do - along  with the                                                               
contract and economic assumptions?                                                                                              
                                                                                                                                
MR. PULLIAM replied that is  his understanding.  As it's packaged                                                               
in the  context of a  license - referring  to AGIA, the  RFA, and                                                               
TransCanada's  proposal -  whether  that creates  something as  a                                                               
legal matter he couldn't answer.   But based on public discussion                                                               
from the  administration and TransCanada,  it seems to be  in the                                                               
category of  things TransCanada would  like the state to  do that                                                               
it  believes are  helpful  in  moving the  project  forward.   He                                                               
opined that  neither side has  said, at least publicly,  that any                                                               
of these are binding.                                                                                                           
                                                                                                                                
REPRESENTATIVE  DOOGAN requested  to hear  from any  of the  LB&A                                                               
consultants or the administration's  consultants if they disagree                                                               
with that interpretation.                                                                                                       
                                                                                                                                
12:03:47 PM                                                                                                                   
MR.  PULLIAM  addressed   slide  7,  the  third   slide  on  what                                                               
TransCanada asks from  the state, which had  the following points                                                               
from TransCanada's proposal:                                                                                                    
                                                                                                                                
     In the event of an unsuccessful open season:                                                                               
                                                                                                                                
        - Expect State to use its position of sovereign                                                                         
        government to encourage, induct and persuade ANS                                                                        
        producers to commit gas                                                                                                 
                                                                                                                                
      - Expect State to thoroughly evaluate and seriously                                                                       
        consider financial  and  commercial  feasibility  of                                                                    
        dedicating   significant    State    resources    to                                                                    
        underwriting an alternative financing  mechanism for                                                                    
        the project                                                                                                             
                                                                                                                                
REPRESENTATIVE LeDOUX  asked:  If  there's not a  successful open                                                               
season -  meaning there's  no agreement  to ship  the gas  - what                                                               
project would there  be and what difference would it  make if the                                                               
state finds an alternative financing mechanism for it?                                                                          
                                                                                                                                
MR. PULLIAM replied  if nobody commits gas in the  open season in                                                               
sufficient quantities,  the question is  how to make  the project                                                               
go.  Gas  is the way to  get financing.  These  types of projects                                                               
typically aren't done on speculation,  and that isn't anticipated                                                               
here.   As he  reads the  proposal, if  there isn't  a successful                                                               
open  season  TransCanada asks  for  the  state to  perhaps  look                                                               
creatively at ways  to finance it, including  state guarantees or                                                               
funds, for instance, or legal action to get commitments.                                                                        
                                                                                                                                
REPRESENTATIVE LeDOUX surmised  the state assumes if  the pipe is                                                               
there, the gas will be there and the customers to use the line.                                                                 
                                                                                                                                
MR. PULLIAM  responded that the biggest  cost of the pipe  is the                                                               
upfront capital; about  75 percent of the tariff  cost comes from                                                               
those construction and financing costs.   If that is overcome and                                                               
the pipe is  there, under almost any conceivable  scenario of gas                                                               
prices and operating costs, there'd  be a tremendous incentive to                                                               
sell the  gas.   If someone came  in and laid  the pipe  at one's                                                               
feet, the tariff would likely be cheap.                                                                                         
                                                                                                                                
MR. DICKINSON clarified  that there can be more  than one binding                                                               
open season.  The open season  is a sort of shorthand; then there                                                               
must be agreements  and so forth to get the  commitments.  Simply                                                               
having   one  open   season  that   doesn't  result   in  express                                                               
commitments doesn't stop the process;  the company can keep going                                                               
and might change terms.                                                                                                         
                                                                                                                                
MR. PULLIAM concurred.                                                                                                          
                                                                                                                                
12:08:37 PM                                                                                                                   
SENATOR ELTON  asked:  If  the legislature approves  the license,                                                               
will  this be  a playground  for lawyers  with respect  to treble                                                               
damages,  for  instance,  because   this  information  and  these                                                               
requests have been transmitted?   He suggested the need for legal                                                               
advice on whether  the state has accepted  legal obligations from                                                               
the applicant.                                                                                                                  
                                                                                                                                
REPRESENTATIVE  SAMUELS surmised  the  consultants hadn't  looked                                                               
into  that,  saying  it  could  be  looked  at  by  an  attorney.                                                               
Returning  to the  first point  on  slide 7,  he suggested  there                                                               
could be  a reserves tax,  a tax  deal, delayed taxes,  a rebate,                                                               
and  so on.    But if  there  is no  gas,  TransCanada wants  the                                                               
state's  help in  some way  to  get gas  into the  pipeline.   It                                                               
doesn't  specify whether  it  is a  carrot or  stick  and has  no                                                               
timeline.  He requested confirmation from Mr. Pulliam.                                                                          
                                                                                                                                
MR. PULLIAM said he thinks that's what TransCanada is asking.                                                                   
                                                                                                                                
12:10:48 PM                                                                                                                   
CHAIR HUGGINS  told members  he'll be pursuing  a contract  to go                                                               
along with a license.  He  suggested having a contract that takes                                                               
the state's "must  haves" in AGIA and what  TransCanada has asked                                                               
for, forming an amalgamation.   This would clear up any ambiguity                                                               
so the legislature knows what it is agreeing to.                                                                                
                                                                                                                                
12:12:12 PM                                                                                                                   
MR.  PULLIAM read  from  slide  8, "How  Does  the State  Subsidy                                                               
Help?"  It had the following points:                                                                                            
                                                                                                                                
     Reduces risk to TransCanada                                                                                                
                                                                                                                                
     -  State shares in risk that project may not proceed to                                                                    
        completion and is responsible for 82 percent                                                                            
        ($500 Million) of the targeted $611 million in                                                                          
        development costs                                                                                                       
                                                                                                                                
     Reduces tariff, which benefits  resource owners:  State                                                                    
     and  producers.   Using TransCanada  assumptions as  to                                                                    
     costs and tariffs, the $500  million impacts the tariff                                                                    
     as follows:                                                                                                                
                                                                                                                                
     -  Estimated  tariff  to  Alberta  without  subsidy  is                                                                    
        $2.46/MMBtu                                                                                                             
                                                                                                                                
     -  Estimated  tariff   to  Alberta   with  subsidy   is                                                                    
        $2.41/MMBtu                                                                                                             
                                                                                                                                
     - This is $0.05/MMBtu                                                                                                      
                                                                                                                                
     -  Over a 25-year period,  this amounts to  a reduction                                                                    
        in   tolls   of   $2.2   billion.      Approximately                                                                    
        $1.2 billion is expected to accrue to the State                                                                         
                                                                                                                                
MR. PULLIAM added that this  reduces upfront risk to TransCanada,                                                               
since  its  initial outlay  would  be  relatively  low.   And  by                                                               
reducing the tariff,  it also benefits the resource  owners.  The                                                               
subsidy is worth about a nickel per MMBtu.                                                                                      
                                                                                                                                
MR. PULLIAM  indicated the  $1.2 billion to  accrue to  the state                                                               
was  an estimate  from the  LB&A consultants.   As  for how  $500                                                               
million gets  $2.2 billion back,  the $500 million today  has the                                                               
effect of  offsetting capital  costs by giving  a return  that is                                                               
akin to interest.  In  response to Representative Hawker, he said                                                               
these are all expressed in nominal dollars.                                                                                     
                                                                                                                                
REPRESENTATIVE  HAWKER noted  these  would be  cash dollars  that                                                               
come in  over 25 years,  then.  If the  traditional present-value                                                               
calculation is  followed, comparing  $500 million today  versus a                                                               
cash-flow stream of  $1.2 billion over 25 years, it  isn't a one-                                                               
to-one comparison  as to  what is being  invested versus  what is                                                               
being obtained.                                                                                                                 
                                                                                                                                
MR.  PULLIAM  agreed, saying  it  would  be  much less  than  the                                                               
present value of $1.2 billion.                                                                                                  
                                                                                                                                
REPRESENTATIVE GARA  asked if  the state  wouldn't have  to spend                                                               
the full  $500 million  if the producers  committed their  gas to                                                               
the point where this could proceed.                                                                                             
                                                                                                                                
MR.  PULLIAM  gave  his understanding  that  if  the  legislature                                                               
approves  the  license, it  commits  the  state to  spending  the                                                               
$500 million up  to the point  of getting a certificate,  even if                                                               
the producers were to commit their gas immediately.                                                                             
                                                                                                                                
12:15:43 PM                                                                                                                   
SENATOR  FRENCH asked  what estimates  the  LB&A consultants  had                                                               
arrived  at.     Recalling  that  last   week's  presentation  in                                                               
Anchorage  showed  much  higher  estimates from  Black  &  Veatch                                                               
compared  with  TransCanada's  on  slide   8,  he  said  a  quick                                                               
conversation  with   one  of  the   administration's  consultants                                                               
indicated the  big difference -  about $1.50 - is  the difference                                                               
between  a  cost  estimate developed  today  in  today's  dollars                                                               
versus  a cost  estimate  for  the 2016  time  period for  actual                                                               
construction.                                                                                                                   
                                                                                                                                
MR.  PULLIAM agreed  the administration  predicts higher  tariffs                                                               
than  TransCanada  does.   First,  the  administration  estimates                                                               
capital costs overall  will be higher in  today's dollars because                                                               
the GTP  will be more  expensive to  build and the  exchange rate                                                               
between  Canadian and  U.S. dollars  will  be lower  than in  the                                                               
projections required by the RFA.                                                                                                
                                                                                                                                
MR. PULLIAM  said, second, it  forecasts higher  inflation, about                                                               
4 percent  a  year  versus  2.5 percent.    Third,  it  estimates                                                               
completion  in 2020,  two years  later  than TransCanada's  2018,                                                               
increasing  interest  on  the  moneys   invested.    Finally,  it                                                               
predicts higher borrowing costs.                                                                                                
                                                                                                                                
MR.  PULLIAM noted  those  all  factor in.    He anticipates  the                                                               
tariff  will  likely be  higher  than  what is  in  TransCanada's                                                               
proposal.    He said he isn't  an engineer and so  cannot go into                                                               
cost  estimates  like  some  of  the  consultants  hired  by  the                                                               
administration, but  he has looked  at their reports  and doesn't                                                               
see anything  that strikes  him as  unreasonable with  respect to                                                               
cost estimates or assumptions they  used in determining a tariff.                                                               
He hadn't heard yet from TransCanada about the differences.                                                                     
                                                                                                                                
12:19:40 PM                                                                                                                   
MR. PULLIAM  addressed slide 9, "Tariff  Fundamentals," which had                                                               
the following points:                                                                                                           
                                                                                                                                
     What is a tariff?                                                                                                          
                                                                                                                                
      - Document that sets forth rate and terms of service                                                                      
        provided by a pipeline to shippers                                                                                      
                                                                                                                                
     - The per-unit cost charged by a pipeline to ship gas                                                                      
        from point of injection to point of extraction                                                                          
        (Point A to Point B)                                                                                                    
                                                                                                                                
MR.  PULLIAM added  that the  $2.41  to Alberta  is the  per-unit                                                               
charge, for instance.  He  characterized the tariff as the entire                                                               
package governing the service.                                                                                                  
                                                                                                                                
MR.  PULLIAM turned  to slide  10, a  map labeled  "TransCanada's                                                               
Tariff Estimates" that  gave these estimates:   GTP $0.59, Alaska                                                               
section  $$0.92,  Yukon-BC  section $0.75,  and  Alberta  section                                                               
$0.15, for a total without fuel  of $2.41; fuel $0.86 and a total                                                               
with fuel  of $3.27.  A  footnote, related to the  fuel and total                                                               
with fuel, said  "25-year average based on  AEQ2008 price profile                                                               
at Henry Hub, with $0.40/MMBtu differential to AECO."                                                                           
                                                                                                                                
MR. PULLIAM  noted much of  what he'd  been planning to  say here                                                               
had just been discussed.  In  response to Senator French, he said                                                               
this all assumes 4.5 Bcf/day coming into the GTP.                                                                               
                                                                                                                                
MR. PULLIAM explained that when  someone signs a tariff, there is                                                               
an agreement to pay a certain  per-unit rate and provide the fuel                                                               
consumed  in  the operations.    The  pipeline doesn't  send  the                                                               
shipper a  bill for the fuel  but takes it  out of the gas.   The                                                               
cost is  the value, what the  gas would yield on  a netback basis                                                               
on the North  Slope.  The higher the price,  the higher that fuel                                                               
component will be; the lower  the price, the lower the component.                                                               
The slide shows an estimated average cost of $0.86 for fuel.                                                                    
                                                                                                                                
MR. PULLIAM  specified that  these are  all nominal  dollars over                                                               
the 25-year period,  assuming gas prices in  AECO consistent with                                                               
the DOE's latest  forecast put out earlier this year,  less a 40-                                                               
cent differential  between Henry  Hub and  AECO.   Observing that                                                               
TransCanada's estimated  total with  fuel is $3.27,  he suggested                                                               
the administration's number would be closer to $5.00.                                                                           
                                                                                                                                
12:23:10 PM                                                                                                                   
MR. PULLIAM paraphrased slide 11,  "Significance of the Tariff to                                                               
Resource Owners," which said:                                                                                                   
                                                                                                                                
     All else equal, resource owners (State and producers)                                                                      
     prefer lower tariffs; lower tariffs = higher netbacks                                                                      
                                                                                                                                
       In the case of gas, tariffs typically involve long-                                                                      
      term "take or pay" commitments.  Here we are talking                                                                      
       about commitments likely ranging between 15 and 30                                                                       
     years                                                                                                                      
                                                                                                                                
     - In this respect, gas pipeline tariffs are different                                                                      
       than oil pipeline tariffs.  With oil pipelines (such                                                                     
       as TAPS), there is typically no take or pay aspect                                                                       
                                                                                                                                
     - Risk to shipper rises with length of commitment                                                                          
                                                                                                                                
     - Risk to shipper rises with level of tariff relative                                                                      
       to the expected gas price                                                                                                
                                                                                                                                
        - Tariff level is fixed while price of gas at market                                                                    
          is unknown and variable                                                                                               
                                                                                                                                
MR.  PULLIAM  emphasized  that  risk  to  the  shippers  rises  -                                                               
although risk  to the  pipeline falls  - with  the length  of the                                                               
commitment.  This is because a  tariff, at least when it has been                                                               
negotiated,  locks  in a  consistent  price  level per  unit  for                                                               
shipping.  What's typically unknown,  though, is the market price                                                               
for gas.   The  further out  in time one  goes, the  more unknown                                                               
that  is.   So the  risk  to the  shipper  that signs  on to  the                                                               
consistent  payment   of  the  tariff   increases  as   the  time                                                               
commitment increases.                                                                                                           
                                                                                                                                
MR. PULLIAM showed slide 12, a  graph depicting an example of gas                                                               
prices and a tariff, also  labeled "Significance of the Tariff to                                                               
Resource  Owners."   He noted  the bars  at the  bottom show  the                                                               
fixed tariff over time, not including the fuel component.                                                                       
                                                                                                                                
REPRESENTATIVE  GARDNER highlighted  risk  to the  shipper.   She                                                               
asked:    Is  it  practical  for the  state  to  offer  what  the                                                               
producers call fiscal certainty so  the rate when the contract is                                                               
signed   holds   true  until   that   contract   expires  or   is                                                               
renegotiated?                                                                                                                   
                                                                                                                                
MR.  PULLIAM replied  he  could  see some  logic  in tying  those                                                               
together, but it  boils down to 1) whether it  ultimately makes a                                                               
significant  difference economically  to  go out  over a  certain                                                               
amount of time and 2) whether legally the state could do so.                                                                    
                                                                                                                                
The committees took a break from 12:26:29 PM to 1:30:22 PM.                                                                 
                                                                                                                                
REPRESENTATIVE SAMUELS returned attention to slide 12.                                                                          
                                                                                                                                
MR. PULLIAM noted  they'd been discussing the  commitment to ship                                                               
and  how that  leads to  a  fixed payment  over time.   What  the                                                               
shipper hopes  to get  is the  sale of  the gas,  which generally                                                               
isn't at  a guaranteed price  but varies with  market conditions.                                                               
The longer it  goes over time, the less certainty  there is about                                                               
that difference, and it introduces an element of risk.                                                                          
                                                                                                                                
MR. PULLIAM  showed slides  13 and  14, similar  graphs depicting                                                               
the difference  if the  gas price  is lower or  if the  tariff is                                                               
higher than anticipated.  In  either case, the difference between                                                               
the fixed  payments and the price  received for the gas  is less.                                                               
It varies over  time, and the longer the time,  the more economic                                                               
risk it introduces.                                                                                                             
                                                                                                                                
MR. PULLIAM discussed slide 15,  also titled "Significance of the                                                               
Tariff to Resource Owners."  It had a different graph and said:                                                                 
                                                                                                                                
     Based on current  projections by the EIA  over 25 years                                                                    
     beginning in 2018 and potential  tariffs set out in the                                                                    
     TransCanada   application,   the   tariffs   would   be                                                                    
     approximately 25% of the value of gas at AECO                                                                              
                                                                                                                                
MR. PULLIAM explained that this  graph depicts a levelized tariff                                                               
that TransCanada  has put  in place, along  with fuel  costs that                                                               
rise  over time  as a  function  of gas  prices.   It also  shows                                                               
projected gas  prices from the Energy  Information Administration                                                               
(EIA), which  is the  arm of  the DOE  that forecasts  prices for                                                               
Henry  Hub,  the main  trading  center  in  the  U.S.   What  the                                                               
consultants did was to bring it back  to an AECO basis and add in                                                               
the value of NGL extraction to that line.                                                                                       
                                                                                                                                
MR.  PULLIAM alluded  to  the key  on the  graph,  which had  the                                                               
estimated AECO sales price at  $12.91, 100 percent; the tariff at                                                               
$2.41, 18.7 percent;  fuel at $0.86, 6.6 percent;  total costs at                                                               
$3.27, 25.3  percent; and a netback  at $9.64, 74.7 percent.   He                                                               
noted EIA's forecast prices are  higher and continue to rise over                                                               
time.  The tariff, with fuel,  equates to about 25 percent of the                                                               
value of the gas at AECO, with the netback at about 75 percent.                                                                 
                                                                                                                                
MR.  PULLIAM highlighted  uncertainty in  forecasting oil  or gas                                                               
prices.   He said one  reason for  considering a gas  pipeline is                                                               
that expectations  for gas prices  have gone up  significantly in                                                               
this decade.   These particular forecasts represent  the views of                                                               
EIA as of  early 2008 and generally equate  with other forecasts,                                                               
though  somewhat  conservative;  Wood Mackenzie  and  some  other                                                               
private  firms predict  higher gas  prices.   He emphasized  that                                                               
these  forecasts  have been  evolving  over  time, with  changing                                                               
expectations even in the last half a year for both oil and gas.                                                                 
                                                                                                                                
1:35:36 PM                                                                                                                    
MR. PULLIAM  turned to  slide 16,  which had  a graph  similar to                                                               
slide 15 and said:                                                                                                              
                                                                                                                                
     Increasing capital costs by 50% would lead to tariffs                                                                      
     being approximately 32% of the value of gas at AECO                                                                        
                                                                                                                                
The  key showed  these figures:   estimated  AECO sales  price at                                                               
$12.91,  100 percent;  tariff  at $3.35,  25.9  percent; fuel  at                                                               
$0.78,  6.0 percent;  total  costs at  $4.13,  32.0 percent;  and                                                               
netback at $8.78, 68.0 percent.                                                                                                 
                                                                                                                                
MR.  PULLIAM clarified  that this  depicts what  would happen  if                                                               
TransCanada's  assumed  costs were  to  increase  by 50  percent.                                                               
This  is more  in  line with  what  the administration  predicts,                                                               
though not  quite as high.   The total cost including  fuel would                                                               
be close to one-third of the netback value.                                                                                     
                                                                                                                                
MR. PULLIAM  showed slide 17,  a three-column summary  with these                                                               
categories:   "25%  Below EIA  AEO 2008  Forecast," which  gave a                                                               
netback of 68.7%;  "EIA AEO 2008 Forecast," which  gave a netback                                                               
of 74.7%;  and "25%  Above EIA  AE 2008  Forecast," which  gave a                                                               
netback of 78.2%.                                                                                                               
                                                                                                                                
MR.  PULLIAM said  the  average  netback value  is  shown in  the                                                               
middle  category.   For all,  the tariff  doesn't change  but the                                                               
fuel element  does; lower  prices mean lower  fuel costs.   Under                                                               
any  of  these  scenarios  there is  a  good,  positive  netback,                                                               
consistent with the view that  gas prices should be fairly robust                                                               
going forward.                                                                                                                  
                                                                                                                                
SENATOR FRENCH  asked whether  other presentations  would address                                                               
where the netback falls in relation to other projects globally.                                                                 
                                                                                                                                
MR.  PULLIAM replied  it  isn't in  his  presentation, though  he                                                               
anticipates  seeing  some  from   the  administration.    As  for                                                               
netbacks,  the value  at  the inlet  of the  GTP,  he said  these                                                               
certainly  appear to  be substantial  and healthy  on a  per-unit                                                               
basis.  The debate will be how to divide that value.                                                                            
                                                                                                                                
1:38:54 PM                                                                                                                    
MR.  PULLIAM summarized  slide 18,  "Tariff Fundamentals,"  which                                                               
had the following points:                                                                                                       
                                                                                                                                
     Tariffs are regulated                                                                                                      
                                                                                                                                
      - U.S. is regulated by the Federal Energy Regulatory                                                                      
       Commission (FERC)                                                                                                        
                                                                                                                                
       - Canada is regulated by the National Energy Board                                                                       
       (NEB)                                                                                                                    
                                                                                                                                
        - Charged with insuring that rates are "just and                                                                        
       reasonable"                                                                                                              
                                                                                                                                
        - Opportunity for shippers to challenge tariffs                                                                         
       through rate proceedings                                                                                                 
                                                                                                                                
MR. PULLIAM  added that the  charge to FERC  and NEB to  set just                                                               
and reasonable rates  means the rates would be  consistent with a                                                               
competitive  market  operating rates  that  are  cost-based.   An                                                               
important part of the process  is the opportunity to shippers and                                                               
other  interested parties  such  as the  state  to challenge  the                                                               
rates  through  rate  proceedings.     Both  recourse  rates  and                                                               
negotiated rates are being offered by TransCanada.                                                                              
                                                                                                                                
1:40:06 PM                                                                                                                    
MR. PULLIAM addressed  slide 19, "Recourse Rates,"  which had the                                                               
following points:                                                                                                               
                                                                                                                                
      - Traditionally, tariffs have been based on "cost of                                                                      
        service."  Tariff rates under a traditional cost-                                                                       
       based approach are known as "Recourse" rates                                                                             
                                                                                                                                
       - These tariffs provide for recovery of operating                                                                        
       costs, capital costs and a "reasonable" return on                                                                        
       invested capital                                                                                                         
                                                                                                                                
       - Initial tariffs would be established by FERC in                                                                        
       filings by the pipeline during certification.  These                                                                     
       rates could be challenged in FERC and/or NEB by                                                                          
       shippers in rate proceedings                                                                                             
                                                                                                                                
MR. PULLIAM  said this is  the traditional approach at  both FERC                                                               
and NEB.   Capital costs are for the pipeline  itself.  The rates                                                               
can be challenged by shippers  or other stakeholders through rate                                                               
proceedings.                                                                                                                    
                                                                                                                                
MR.  PULLIAM  showed  slide  20,  "Recourse  Rates  and  Cost  of                                                               
Service," which said:                                                                                                           
                                                                                                                                
     Key elements of cost of service include:                                                                                   
                                                                                                                                
        - Return on Investment                                                                                                  
        - Return of Investment (Depreciation)                                                                                   
        - Operating Expenses                                                                                                    
        - Non-Income Taxes (e.g., Property Taxes)                                                                               
        - Income Taxes                                                                                                          
                                                                                                                                
MR. PULLIAM  elaborated.  He  said return on  investment includes                                                               
return on  equity, the cost of  the debt.  The  investment itself                                                               
is recovered in a tariff  through depreciation; if $20 billion is                                                               
spent on the  pipeline, that will be depreciated over  time.  The                                                               
others are pass-through costs.   For instance, income tax paid by                                                               
the  pipeline  flows  through  in  the  rates,  so  the  shippers                                                               
ultimately pay it.                                                                                                              
                                                                                                                                
MR.  PULLIAM said  the  more profit  there is  -  the higher  the                                                               
return on  equity -  the more  there'll be  in income  tax, which                                                               
raises the rates.   The lower the return on  equity is, the lower                                                               
the income tax and thus the tariff will be.                                                                                     
                                                                                                                                
1:43:03 PM                                                                                                                    
MR. PULLIAM discussed slide 21,  also labeled "Recourse Rates and                                                               
Cost  of  Service,"  which  showed  cost-of-service  elements  in                                                               
TransCanada's  estimates  as  follows:     return  on  investment                                                               
$33.2 billion,  32 percent;  return of  investment (depreciation)                                                               
$33.2 billion,    32   percent;    operating   and    maintenance                                                               
$9.5 billion,   9  percent;   non-income  taxes   $15.8  billion,                                                               
15 percent; income taxes  $12.3 billion, 12 percent;  and a total                                                               
of $104.0 billion, 100 percent.                                                                                                 
                                                                                                                                
MR.  PULLIAM  said  the  return   on  investment  and  return  of                                                               
investment are about two-thirds of  the cost of service that goes                                                               
into the  tariff.  In  large part,  those drive the  tariff rate.                                                               
The pipeline  has some  control over those  through what  it asks                                                               
for as  a return and  what it invests.   The cost of  the project                                                               
itself dictates what  the capital has to be,  and then regulatory                                                               
agencies have a big say in what the return will be.                                                                             
                                                                                                                                
MR. PULLIAM  added that the  pipeline also has some  control over                                                               
operating  and maintenance  costs through  how it  manages those,                                                               
but  they are  a  relatively  small percentage.    It has  little                                                               
control over  taxes, which  are set  by governments,  although it                                                               
may have some  lobbying influence.  Pass-through  items are about                                                               
one-third of the cost of service.                                                                                               
                                                                                                                                
1:45:09 PM                                                                                                                    
MR.  PULLIAM  addressed slide  22,  "Cost  of Service--Return  on                                                               
Investment," which read:                                                                                                        
                                                                                                                                
     Return on Investment is calculated as:                                                                                     
          Rate Base x Rate of Return                                                                                        
                                                                                                                                
     Rate Base is:                                                                                                              
          Gross Plant (Initial Capital Investment + AFUDC)                                                                
       - Accumulated Depreciation                                                                                             
       = Net Plant                                                                                                            
       -  Accumulated Deferred Income Taxes                                                                                   
       + Working Capital                                                                                                      
       =  Rate Base                                                                                                           
                                                                                                                                
MR.  PULLIAM  gave details.    He  said  the  rate of  return  is                                                               
whatever  is allowed.   Gross  capital is  what is  put into  the                                                               
plant initially, along  with the AFUDC, which  allows interest to                                                               
be  earned on  money  invested  today; it  goes  into the  tariff                                                               
calculation,  and the  longer  the time  between  when funds  are                                                               
expended  and the  project comes  on  line, the  larger this  is.                                                               
Accumulated deferred  income taxes  are sometimes known  as ADIT.                                                               
The rate base is what someone ultimately gets a return on.                                                                      
                                                                                                                                
MR. PULLIAM showed  slide 23, "Cost of  Service--Rate of Return,"                                                               
which had the following points:                                                                                                 
                                                                                                                                
     Rate of Return is:                                                                                                         
     - "Reasonable Return" on Investment (Rate Base)                                                                            
                                                                                                                                
     - Function of three components:                                                                                            
       - Capitalization Ratio (Debt, Equity)                                                                                  
       - Cost of Debt                                                                                                         
       - Allowed Return on Equity                                                                                             
                                                                                                                                
MR. PULLIAM  reiterated that both  regulatory bodies  are charged                                                               
with setting a  reasonable return.  The AGIA  requirement for the                                                               
capitalization ratio is  that the pipeline seek to  have at least                                                               
70 percent debt.   That's important.  Generally,  debt is cheaper                                                               
than  equity  and  is  tax-deductible;  a  higher  debt-to-equity                                                               
ratio, within reason, usually leads to a lower cost of service.                                                                 
                                                                                                                                
MR. PULLIAM  said within that,  the cost  of financing as  far as                                                               
floating debt  is important  and typically  is flowed  through in                                                               
the regulatory process.  The allowed  return on equity is open to                                                               
more debate and  is where FERC and  NEB will have more  of a hand                                                               
in what is allowed.                                                                                                             
                                                                                                                                
1:47:54 PM                                                                                                                    
MR. PULLIAM showed slide 24,  also labeled "Cost of Service--Rate                                                               
of Return," which had the following points:                                                                                     
                                                                                                                                
     - These elements are set by FERC to allow "Reasonable                                                                      
       Return"                                                                                                                  
                                                                                                                                
     - Typically allow for pass-through of debt costs, plus                                                                     
                                                                                                                                
        - Return on Equity consistent with business risk                                                                        
       associated with the pipeline venture                                                                                     
                                                                                                                                
       - FERC has approved Equity Returns in the range of                                                                       
          12-14%                                                                                                                
          - Higher end of the range for "greenfield"                                                                            
            projects                                                                                                            
                                                                                                                                
       - NEB returns have traditionally been lower                                                                              
                                                                                                                                
       - Rate of return is one of the biggest issues for                                                                        
       regulators                                                                                                               
                                                                                                                                
     - Initial rates allowed by regulators can be revisited                                                                     
       in an initial rate hearing 3-4 years after pipeline                                                                      
       operation begin                                                                                                          
                                                                                                                                
      - Initial return is likely to be reduced if business                                                                      
       risk is judged to be lower                                                                                               
                                                                                                                                
MR.  PULLIAM indicated  these generally  apply to  both FERC  and                                                               
NEB.   Elsewhere in the  U.S., FERC  has approved rates  of 12-14                                                               
percent; equity returns  on larger new projects have  been at the                                                               
higher  end.   The  NEB returns  have  traditionally been  lower,                                                               
though negotiated rates  in Canada have been  somewhat above what                                                               
NEB allows and closer to the upper end of the FERC range.                                                                       
                                                                                                                                
MR. PULLIAM said rate of return  is one of the biggest issues for                                                               
regulators,  something  they  look  at closely.    Initial  rates                                                               
allowed in the certification process  will typically be revisited                                                               
by the regulatory body once the  pipeline has been operating.  If                                                               
it determines  the risk  is less than  originally thought,  it is                                                               
likely to lower the allowed return.                                                                                             
                                                                                                                                
MR. PULLIAM explained that factors  which tend to reduce the risk                                                               
and  lead regulators  to  lower  the return  include:   that  the                                                               
pipeline has  been operating  for some period,  that it  has been                                                               
fully  subscribed, and  that  it appears  things  are working  as                                                               
anticipated  and the  pipe  will  be full  for  some  time.   The                                                               
aforementioned  are all  in the  context  of the  cost-of-service                                                               
approach, the recourse rates.                                                                                                   
                                                                                                                                
1:50:13 PM                                                                                                                    
MR. PULLIAM  paraphrased slide 25, "Negotiated  Rates," which had                                                               
the following points:                                                                                                           
                                                                                                                                
     - Negotiated rates are also regulated by FERC                                                                              
                                                                                                                                
      - However, as the name implies, these are rates that                                                                      
       are "negotiated" between shipper and the pipeline                                                                        
       company                                                                                                                  
                                                                                                                                
     - All elements are up for negotiation.  This includes:                                                                     
       - Rate of Return                                                                                                         
       - Length of commitment                                                                                                   
       - Flexibility                                                                                                            
       - Treatment of cost overruns                                                                                             
       - Future expansion issues                                                                                                
       - Changes in operating costs                                                                                             
                                                                                                                                
MR. PULLIAM  said TransCanada is  offering to  provide negotiated                                                               
rates,  which  must  be  approved  by FERC  and  NEB  but  aren't                                                               
prescribed.  Such  rates may be for  5, 10, 15, or  20 years, for                                                               
instance, and there is flexibility for scheduling and so on.                                                                    
                                                                                                                                
REPRESENTATIVE SAMUELS  referred to  future expansion  and asked:                                                               
Could TransCanada negotiate a rate  with the producers that would                                                               
throw out the 115 percent?                                                                                                      
                                                                                                                                
MR. PULLIAM  gave his  understanding that  they'd be  required to                                                               
keep that, but  couldn't go above that level.   He then said they                                                               
might be able to negotiate something better.                                                                                    
                                                                                                                                
REPRESENTATIVE  SAMUELS posed  a scenario  of TransCanada  having                                                               
negotiated  with  BP to  ship  gas  for  $3,  with a  20-year  FT                                                               
commitment;  an expansion  raises the  tariff, and  AGIA requires                                                               
that TransCanada go  to FERC and request that it  be rolled in so                                                               
the $3  tariff takes  a hit.   He  asked:   If it's  a negotiated                                                               
rate,  not a  recourse rate,  what  do AGIA  and the  TransCanada                                                               
proposal require?  Do  they still have to go to  FERC and ask for                                                               
a higher tariff, above what was negotiated with the customer?                                                                   
                                                                                                                                
MR.  PULLIAM relayed  his understanding  that the  aforementioned                                                               
provision is to be included in the negotiated rates.                                                                            
                                                                                                                                
REPRESENTATIVE SAMUELS asked:   Does the state have a  say in the                                                               
negotiated rate?                                                                                                                
                                                                                                                                
MR. PULLIAM answered that the state  has some say before the rate                                                               
is approved.   Assuming  the pipeline  company and  shippers have                                                               
come  to agreements  and set  negotiated rates,  the state  would                                                               
have some  say until  the time when  FERC certifies  the project.                                                               
While the  state could try to  go back later and  challenge those                                                               
rates, the  regulatory bodies generally view  the negotiation and                                                               
bargaining process as  providing an outcome they want  to see; so                                                               
the ability to challenge afterwards would likely be much less.                                                                  
                                                                                                                                
REPRESENTATIVE  SAMUELS returned  to the  115 percent  and asked:                                                               
If Anadarko comes in and wants to  put gas in the pipeline but it                                                               
will drive the tariff up, it  is your view that TransCanada would                                                               
have to go  to FERC and argue  to roll in the tariff  and bump up                                                               
the rate negotiated with its original customers?                                                                                
                                                                                                                                
MR.  PULLIAM  acknowledged  there  might be  legal  aspects,  but                                                               
opined that  TransCanada would be  required to  include rolled-in                                                               
treatment in  the negotiated tariff.   He also  suggested perhaps                                                               
TransCanada  could   agree  to   forgo  that  and   offer  better                                                               
negotiated terms to a shipper.                                                                                                  
                                                                                                                                
1:54:51 PM                                                                                                                    
MR.  PULLIAM  summarized  slide   26,  also  labeled  "Negotiated                                                               
Rates," which had the following points:                                                                                         
                                                                                                                                
      - Negotiated rates can result in lower tariffs than                                                                       
       recourse  rates  through  the process  of  commercial                                                                    
       negotiation                                                                                                              
                                                                                                                                
     - Negotiation takes the place of regulation.  However,                                                                     
       as the  negotiation takes place with  the backdrop of                                                                    
       regulatory  oversight  (and   recourse  rate  option/                                                                    
       backstop),  the  process   can  help  reduce  tariffs                                                                    
       charged                                                                                                                  
                                                                                                                                
     - Typically involve long-term shipping commitments                                                                         
                                                                                                                                
     - Negotiated rates must be approved by FERC and NEB                                                                        
                                                                                                                                
      - Regulatory bodies have viewed negotiation process                                                                       
       favorably and are reluctant to  modify them after the                                                                    
       fact                                                                                                                     
                                                                                                                                
MR. PULLIAM added  that for shippers, the worst  that will happen                                                               
through  negotiation is  the recourse  rate, whereas  negotiation                                                               
can result  in more  favorable terms.   He paraphrased  slide 27,                                                               
also labeled "Negotiated Rates," which said:                                                                                    
                                                                                                                                
     A point for the State to consider:                                                                                         
                                                                                                                                
        - The negotiation process can provide favorable                                                                         
       results  for the  State by  helping  to keep  tariffs                                                                    
       down                                                                                                                     
                                                                                                                                
     - State likely would not have opportunity to challenge                                                                     
       these  rates  after the  fact.    The opportunity  to                                                                    
       challenge would be in the certification process                                                                          
                                                                                                                                
     - State's interest should be protected.  However, this                                                                     
       is the time to apply scrutiny                                                                                            
                                                                                                                                
MR.  PULLIAM emphasized  that the  time  to challenge  negotiated                                                               
rates is  during the certification  process.  Waiting to  see how                                                               
they play out won't work.                                                                                                       
                                                                                                                                
1:57:01 PM                                                                                                                    
MR.  PULLIAM showed  slide  28, "Some  Examples  of Recourse  and                                                               
Negotiated  Rates," which  had these  comparisons:   for Alliance                                                               
Pipeline  the recourse  rate was  $0.53 and  the negotiated  rate                                                               
$0.54;  for  Rex  West,  the  recourse rate  was  $0.91  and  the                                                               
negotiated rate  $0.77-$0.79; for Gulf Stream,  the recourse rate                                                               
was $0.66 and the negotiated  rate $0.57-$0.59; and for Maritimes                                                               
and  Northeast Phase  IV  the  recourse rate  was  $0.78 and  the                                                               
negotiated rate $0.53.                                                                                                          
                                                                                                                                
MR. PULLIAM noted  generally recourse rates have  been higher, in                                                               
part  because  of  the  negotiation.   Also,  in  the  negotiated                                                               
setting -  which also can  happen in  the recourse setting  - the                                                               
tariff  is  typically  levelized.    He  showed  slide  29,  "The                                                               
'Levelized' Tariff," which had the following points:                                                                            
                                                                                                                                
       - A traditional cost-based tariff starts high and                                                                        
       falls as a pipeline recoups its capital costs (i.e.,                                                                     
       return on investment and return of investment)                                                                           
                                                                                                                                
      - This happens because the rate base falls over time                                                                      
       as the pipeline is depreciated                                                                                           
                                                                                                                                
       - A levelized tariff is one in which the tariff is                                                                       
       constant over time.   The level of the  tariff is set                                                                    
       such that  it results in  the same Net  Present Value                                                                    
       (NPV) and  the cost of service  for the non-levelized                                                                    
       tariff                                                                                                                   
                                                                                                                                
MR. PULLIAM  explained that  net present  value (NPV)  is figured                                                               
for what a traditional cost-of-service  tariff would be, and that                                                               
is  translated  into  a  constant-rate   tariff  that  gives  the                                                               
pipeline the  same present value  in terms of tariffs  over time.                                                               
By  contrast,  traditional  cost-based   tariffs,  seen  in  many                                                               
recourse rates, start high and fall  over time as the pipeline is                                                               
depreciated  and  that  is  recovered  through  the  tariff;  the                                                               
company doesn't get to earn a return on the amount depreciated.                                                                 
                                                                                                                                
MR. PULLIAM  pointed out that  everything members will  see, both                                                               
from  these consultants  and  the  administration, assumes  there                                                               
will  be levelized  tariffs.   He showed  slide 30,  a bar  graph                                                               
labeled   "Illustration  of   a  Levelized   Tariff,"  and   then                                                               
paraphrased  slide 31, "Tariffs  Proposed by  TransCanada," which                                                               
had the following points:                                                                                                       
                                                                                                                                
     Offer 25, 30 and 35-year firm transportation services                                                                      
     (FT)                                                                                                                       
                                                                                                                                
     Offer Recourse Rate tariff for GTP and Alaska Pipeline                                                                     
     Section; Negotiated Rate tariff for all sections                                                                           
                                                                                                                                
     - No Recourse Rate offered for Canada, as this is not                                                                      
       normal business practice in Canada (i.e., negotiated                                                                     
       rates are the norm)                                                                                                      
                                                                                                                                
MR.  PULLIAM specified  that new  pipelines  in Canada  typically                                                               
have negotiated rates, although those  have to be approved by the                                                               
regulators.                                                                                                                     
                                                                                                                                
2:00:21 PM                                                                                                                    
REPRESENTATIVE  SAMUELS again  referred  to the  115 percent  and                                                               
said  the  point of  the  15  percent  extra  is to  ensure  that                                                               
explorers  get in.   For  the roundtable  discussions, he  asked:                                                               
Could  rates be  rolled in  within Alaska,  but negotiated  to be                                                               
lower in  Canada?  Could  gamesmanship occur  between TransCanada                                                               
and the  producers as  to what is  requested from  the regulatory                                                               
agencies?   Is  it possible  to use  the NEB  and FERC  processes                                                               
independently  and  negotiate rates  that  are  invisible to  the                                                               
regulatory agencies?                                                                                                            
                                                                                                                                
MR. PULLIAM  addressed slide 32,  "Key Elements of  Recourse Rate                                                               
Tariff," which had the following points:                                                                                        
                                                                                                                                
        - Provides for full recovery of capital costs on                                                                        
       "straight line" basis over 25-year period, assuming                                                                      
       initial transportation agreements are for this                                                                           
       period                                                                                                                   
                                                                                                                                
        - 100% load factor rates for authorized overrun                                                                         
       services                                                                                                                 
                                                                                                                                
    - Rate   base   will    exclude   Alaska   portion   of                                                                     
       $500 million State contribution                                                                                          
                                                                                                                                
     - Capitalization of 70% debt / 30% equity                                                                                  
                                                                                                                                
     - Expansions capitalized at 60% debt / 40% equity                                                                          
                                                                                                                                
MR. PULLIAM,  on the  second point, said  shippers will  bear the                                                               
cost of  overruns that are authorized.   He also noted  the debt-                                                               
to-equity  ratio  for capitalization  is  in  keeping with  AGIA;                                                               
expansions would be financed at a lower debt amount.                                                                            
                                                                                                                                
2:03:01 PM                                                                                                                    
MR. PULLIAM paraphrased slide 33, "Debt Costs," which stated:                                                                   
                                                                                                                                
      Debt costs will be weighted average cost incurred by                                                                      
     pipeline                                                                                                                   
                                                                                                                                
     - Contemplate U.S. loan guarantees                                                                                         
                                                                                                                                
      - Loan guarantees were originally $18 billion, up to                                                                      
       80% of project                                                                                                           
                                                                                                                                
      - They were indexed to inflation.  In 2008 dollars,                                                                       
       this is approximately $20 billion                                                                                        
                                                                                                                                
       - Assuming 75% debt, this would support project of                                                                       
       $26.8 billion in $2008 if all the loan guarantee was                                                                     
       used                                                                                                                     
                                                                                                                                
     - TransCanada has assumed a number for loan guarantee                                                                      
       debt of 4.7%.  Based on expectations of inflation in                                                                     
       the 2.5% range, this may be somewhat low                                                                                 
                                                                                                                                
         - Borrowing without the U.S. loan guarantee is                                                                         
       estimated at 150 basis points higher (i.e., 6.2%)                                                                        
                                                                                                                                
MR.  PULLIAM   recalled  discussion   as  to  whether   the  loan                                                               
guarantees  would  work  for  overruns.    He  said  the  federal                                                               
government   has  provided   for   loan   guarantees,  with   the                                                               
stipulation  that  it  could  be  the lower  of  $18  billion  or                                                               
80 percent of the project cost.                                                                                                 
                                                                                                                                
MR. PULLIAM emphasized  that the amount is  indexed to inflation.                                                               
Since the law  was passed in 2004, it would  be about $20 billion                                                               
today.  Assuming 75 percent  debt financing, this would support a                                                               
project of about $26.8 billion  today.  TransCanada's estimate in                                                               
2008  dollars is  about  $25.8  billion -  close  to the  maximum                                                               
available with the loan guarantees.                                                                                             
                                                                                                                                
MR.  PULLIAM also  said TransCanada's  analysis assumes  the loan                                                               
guarantees will  carry about a  4.7 percent debt rate.   However,                                                               
his  review suggests  this  may  be a  little  low;  it would  be                                                               
addressed   in  the   next  slide,   consistent  with   what  the                                                               
administration   anticipates.     Without  the   loan  guarantee,                                                               
TransCanada estimates  debt costs  at 150  points or  1.5 percent                                                               
higher than the loan-guaranteed amount.                                                                                         
                                                                                                                                
2:05:35 PM                                                                                                                    
REPRESENTATIVE SAMUELS asked:   Do you consider both  the 4.7 and                                                               
6.2 percent low, and they would float together?                                                                                 
                                                                                                                                
MR. PULLIAM  answered he thinks both  are a little low.   The 150                                                               
basis  points   is  probably  a   little  more   reasonable,  the                                                               
difference  between  the  two.    But  he  believes  the  overall                                                               
structure is a bit low.                                                                                                         
                                                                                                                                
REPRESENTATIVE  SAMUELS  asked:   How  much  does the  150  basis                                                               
points cost us in the tariff?   If there were no loan guarantees,                                                               
how much would the tariff go up?                                                                                                
                                                                                                                                
MR. PULLIAM  answered that for every  percentage point difference                                                               
in  debt,  there  is  about  an 11-cent  change  in  the  tariff,                                                               
assuming the capital costs shown.                                                                                               
                                                                                                                                
2:06:36 PM                                                                                                                    
MR. PULLIAM turned to slide 34,  also labeled "Debt Costs," a bar                                                               
graph  of   inflation-adjusted  historical  10-year   T-bond  and                                                               
corporate bond  rates for  the last  20 years.   He  said because                                                               
interest  rates  have  changed with  inflation,  this  shows  the                                                               
spread between different interest rates and current inflation.                                                                  
                                                                                                                                
MR. PULLIAM  observed that  the spread  for 10-year  T-bonds, for                                                               
instance, has  come down  over time  and recently  went negative.                                                               
Over the last  5 years the average spread was  low, 1.31 percent;                                                               
over the  last 10 years, it  was 2.1 percent; and  over 20 years,                                                               
it  was  3 percent  above  inflation.    He surmised  the  recent                                                               
experience  is lower  than what  folks will  require in  terms of                                                               
spreads over  inflation.  Something  between the 10-year  and 20-                                                               
year rate  is probably more  reasonable, from above 2  percent to                                                               
2.5 percent over inflation.                                                                                                     
                                                                                                                                
MR. PULLIAM  said over the  last 10 years the  difference between                                                               
AAA  bonds  and  10-year  T-bonds  has  been  about  1.4 percent,                                                               
whereas  for  lower-rated bonds  it's  a  "low 2 percent"  spread                                                               
between T-bonds  and BAA  bonds.   He also  said he  believes the                                                               
historical numbers support the spread  between the guaranteed and                                                               
nonguaranteed,  that  150  basis  points  which  TransCanada  has                                                               
proposed, but the guaranteed rate itself is probably too low.                                                                   
                                                                                                                                
2:09:05 PM                                                                                                                    
MR.  PULLIAM  showed slide  35,  "Potential  Borrowing Costs  for                                                               
Guaranteed Loan."   It depicted  rates using  historical premiums                                                               
over inflation.   Projected  inflation was  2.50 percent  for all                                                               
categories.  The  risk-free premium was 3.00 percent  for the 20-                                                               
year  average, 2.10  percent for  the 10-year  average, and  1.13                                                               
percent for the 5-year average.   The margin was 0.50 percent for                                                               
all.   And the  total was 6.00 percent  for the  20-year average,                                                               
5.10 percent for the 10-year, and 4.13 percent for the 5-year.                                                                  
                                                                                                                                
MR.  PULLIAM   explained  that  the  margin   was  calculated  at                                                               
0.50 percent, 50 basis  points, to get the financing  over the T-                                                               
bond rate.   That  puts the 10-year  average over  5 percent, and                                                               
for the 20-year  average it's closer to 6 percent.   He suggested                                                               
a  reasonable  place  would  be  somewhere  in  between.    Below                                                               
5 percent, on a long-term basis, seems too low.                                                                                 
                                                                                                                                
MR. PULLIAM  turned to  slide 36,  "Equity Costs."   A  bar graph                                                               
notated  "965  Basis  Points   Above  Historical  10-Year  T-Bond                                                               
Rates,"   it  had   a  key   showing  the   20-year  average   at                                                               
15.73 percent, the 10-year average at 14.51 percent, and the 5-                                                                 
year average  at 14.05  percent.   He explained  that TransCanada                                                               
has  talked about  an  equity  return that  floats  at 965  basis                                                               
points above the 10-year T-bond rate.                                                                                           
                                                                                                                                
MR. PULLIAM  said from  a commercial  standpoint, he  doesn't see                                                               
anything  unreasonable in  the floating  rate,  though it  hasn't                                                               
been used and  approved before by FERC.  Typically,  FERC has had                                                               
a fixed rate.  Historically, that  rate has been above 18 percent                                                               
but has  been falling over  time; in the  last five years  it has                                                               
averaged about 14 percent.  As  noted before, the last five years                                                               
is a period  of historically low real interest  rates, the spread                                                               
over inflation.                                                                                                                 
                                                                                                                                
2:11:31 PM                                                                                                                    
SENATOR WIELECHOWSKI recalled  that slide 34 shows  that in 1988,                                                               
for instance, the 10-year T-bond  rate was about 4.5 percent.  He                                                               
asked:   If  965 basis  points are  added, shouldn't  it be  more                                                               
around 14-15 percent?  He also asked  whether this is the rate of                                                               
return, what they'll  be able to get back on  their tariff, which                                                               
he recalled Mr. Pulliam said is normally 12-14 percent.                                                                         
                                                                                                                                
MR. PULLIAM  replied this is the  proposed rate of return  on the                                                               
equity  portion.     In  further  response,   he  explained  that                                                               
TransCanada has proposed 965 basis  points over the T-bond rates.                                                               
If it were applied back historically, it would look like this.                                                                  
                                                                                                                                
MR. PULLIAM surmised the question  was whether one would take the                                                               
approximately 4.5 percent  shown on slide 34  and then add  it to                                                               
the 965.   He pointed out that this is  the spread over inflation                                                               
that's  in slide  34;  thus an  additional  amount for  inflation                                                               
would be  included in  that total  amount.  So  this line  on the                                                               
current graph includes an inflation component, he indicated.                                                                    
                                                                                                                                
SENATOR   WIELECHOWSKI   asked:     If   bond   yields   increase                                                               
dramatically  when the  gas is  flowing, will  that decrease  the                                                               
money Alaska gets through its  taxes, since it would increase the                                                               
tariff and be more of a write-off for the companies?                                                                            
                                                                                                                                
MR. PULLIAM  replied if the  rates rise  and there is  a floating                                                               
rate  over the  T-bonds, that  increases the  tariff and  reduces                                                               
netbacks.                                                                                                                       
                                                                                                                                
SENATOR  WIELECHOWSKI expressed  interest in  long-term forecasts                                                               
for T-bonds.                                                                                                                    
                                                                                                                                
REPRESENTATIVE  SAMUELS  asked what  the  normal  rate of  return                                                               
allowed in Canada is.                                                                                                           
                                                                                                                                
MR.  PULLIAM opined  it's closer  to  the 12  percent range,  but                                                               
sometimes  negotiated rates  in  Canada can  be  higher than  NEB                                                               
would allow  in its  formulas.  Ultimately,  that rate  will come                                                               
from negotiation in Canada and may be closer to the U.S. number.                                                                
                                                                                                                                
DR. NERI  added, with  respect to  interest rate  forecasts, that                                                               
he'd  checked  before  coming here.    The  Congressional  Budget                                                               
Office  makes 10-year  forecasts; those  currently project  a 10-                                                               
year bond rate  of 5.2 percent in 2018.  Adding  the 9.65 percent                                                               
risk premium gets it to 14.85 percent.                                                                                          
                                                                                                                                
2:16:16 PM                                                                                                                    
MR.  PULLIAM  turned attention  to  slide  37, "Potential  Equity                                                               
Return Under  Proposal," noting  it dovetailed  with that.   Like                                                               
slide  35,  it  depicted  rates using  historical  premiums  over                                                               
inflation; projected inflation was  2.50 percent for all; and the                                                               
risk-free  premium  was 3.00  percent  for  the 20-year  average,                                                               
2.10 percent for  the 10-year average,  and 1.13 percent  for the                                                               
5-year  average.    Equity  premium was  9.65  percent  for  all.                                                               
Totals were 15.15 percent for  the 20-year average, 14.25 percent                                                               
for the 10-year, and 13.28 percent for the 5-year.                                                                              
                                                                                                                                
MR.  PULLIAM   said  ultimately  these  rates   will  respond  to                                                               
inflation.  If inflation is low,  rates will be low; if inflation                                                               
is high,  rates will rise.   If 2.5 percent inflation  is assumed                                                               
going forward, looking somewhere  between the 10-year and 20-year                                                               
historical premiums  on the 10-year  T-bond, which is in  the 2-3                                                               
percent range, and then adding that  965 basis points, it gives a                                                               
rate  of  return  between  14.25  and  15.15  percent.    So  the                                                               
14.85 percent  number that  Dr. Neri  talked about,  flowing from                                                               
the federal government's forecast, is in that range.                                                                            
                                                                                                                                
MR.  PULLIAM emphasized  that the  premium has  been low  for the                                                               
last  five  years.   The  10-year  Treasury  bond has  been  only                                                               
1 percent or  so above  inflation.   If it did  stay in  that low                                                               
range, potentially the  equity return would be  below 14 percent.                                                               
But he'd expect it to be higher in the future.                                                                                  
                                                                                                                                
2:17:38 PM                                                                                                                    
MR.  PULLIAM  paraphrased  slide   38,  a  continuation  of  "Key                                                               
Elements of Recourse Rate Tariff," which said:                                                                                  
                                                                                                                                
     - Depreciation  will  be  on straight-line  basis  over                                                                    
       25 years (i.e., 4% per year)                                                                                             
                                                                                                                                
     - Operating costs,  income and  other taxes  are passed                                                                    
       on to shippers                                                                                                           
                                                                                                                                
     - Fuel  gas will  be recovered  from shippers  based on                                                                    
       actual pipeline losses                                                                                                   
                                                                                                                                
        - 4.40% GTP                                                                                                             
        - 2.15% Alaska & Yukon-BC Sections                                                                                      
        - 0.90% Alberta Section                                                                                                 
                                                                                                                                
     - Shippers   retain  title   to  natural   gas  liquids                                                                    
       entrained in the gas and are free to dispose (i.e.,                                                                      
       sell or process them as they see fit)                                                                                    
                                                                                                                                
MR.  PULLIAM  emphasized  that, particularly  in  the  negotiated                                                               
setting, these items  are all open for negotiation.   And even if                                                               
there's a  formula that TransCanada  would like to take  to FERC,                                                               
it doesn't  mean FERC would  approve it.   Noting that  the costs                                                               
passed  on  to  shippers,  including  fuel,  had  been  discussed                                                               
earlier, he also said shippers are  free to dispose of or process                                                               
the NGLs once those are in AECO.                                                                                                
                                                                                                                                
2:19:27 PM                                                                                                                    
MR. PULLIAM addressed slide 39,  "Negotiated Rate Tariffs," which                                                               
had the following points:                                                                                                       
                                                                                                                                
     - Most new  pipeline construction works  off negotiated                                                                    
       tariffs                                                                                                                  
                                                                                                                                
     - TransCanada  proposes to  offer  25,  30 and  35-year                                                                    
       negotiated tariffs                                                                                                       
                                                                                                                                
     - TransCanada proposes that  its negotiated rates would                                                                    
       incorporate:                                                                                                             
                                                                                                                                
        - Levelized tariff                                                                                                      
                                                                                                                                
        - 70% debt / 30% equity capital structure through                                                                       
            date of operation, falling to a 75% debt / 25%                                                                      
            equity capitalization for period of operation                                                                       
                                                                                                                                
        - Expansions would be 60% debt / 40% equity                                                                             
            structure                                                                                                           
                                                                                                                                
        - Equity and Debt rates proposed are the same as                                                                        
            for recourse rates (i.e., 965 basis points over                                                                     
            cost of 10-year T-Bond and actual debt costs)                                                                       
                                                                                                                                
        - Return     on   Equity   reduction   offered   for                                                                    
            negotiated rates                                                                                                    
                                                                                                                                
      - In addition, TransCanada proposes to use U.S. loan                                                                      
       guarantees to finance cost overruns if available                                                                         
                                                                                                                                
MR.  PULLIAM added  that negotiated  rates will  likely be  a big                                                               
part.  TransCanada  is offering these terms,  at least initially;                                                               
it doesn't  mean shippers  must accept them.   He  clarified that                                                               
the debt-to-equity  ratio shifts after construction  is complete.                                                               
He indicated the  reduction in the rates for return  on equity is                                                               
offered in  case of cost  overruns, at  least for the  first five                                                               
years of  the tariff; the U.S.  loan guarantees would be  used to                                                               
finance cost overruns as well, if available.                                                                                    
                                                                                                                                
2:21:09 PM                                                                                                                    
MR. PULLIAM  summarized slide 40,  a continuation  of "Negotiated                                                               
Rate Tariffs," which said:                                                                                                      
                                                                                                                                
     - Shipper must agree to accept treatment of rolled-in                                                                      
       rates under Alaska Gasline Inducement Act (AGIA)                                                                         
                                                                                                                                
     - Shipper must agree not to seek or support changes to                                                                     
       the economic parameters that underpin the negotiated                                                                     
       rate design at FERC and NEB                                                                                              
                                                                                                                                
      - Notwithstanding the terms offered by TransCanada,                                                                       
       the actual  terms to  be negotiated  between shippers                                                                    
       and   TransCanada,  with   the  exception   of  those                                                                    
       mandated under  AGIA, such as treatment  of rolled-in                                                                    
       rates, are open for negotiation                                                                                          
                                                                                                                                
        - There is no requirement to accept the economic                                                                        
       parameters proposed by TransCanada.  Shipper can                                                                         
       bargain for lower rates, increased flexibility, and                                                                      
       alternative vehicles for protection against cost                                                                         
       overruns than those offered                                                                                              
                                                                                                                                
      - See earlier differences in Recourse and Negotiated                                                                      
       Rates                                                                                                                    
                                                                                                                                
      - TransCanada proposes to offer equity ownership in                                                                       
       the pipeline "Anchor" shippers who subscribe in the                                                                      
       initial Open Season                                                                                                      
                                                                                                                                
MR. PULLIAM, with respect to  the second point, said the shippers                                                               
must agree  not to go back  on the rates they've  negotiated.  On                                                               
the last  point, he  said TransCanada has  nothing more  broad in                                                               
its proposal with regard to how much it is willing to offer.                                                                    
                                                                                                                                
2:22:15 PM                                                                                                                    
REPRESENTATIVE SAMUELS  said if a  shipper has 20 percent  of the                                                               
gas and bids  20 percent of the FT in  the line, TransCanada says                                                               
it is  open to offering  to sell 20 percent  of the pipe;  at the                                                               
end  of the  day,  there  conceivably could  be  a consortium  of                                                               
Conoco, Exxon,  BP, and TransCanada  owning the pipe.   He asked:                                                               
Does  TransCanada's  proposal  talk  about  how  that  particular                                                               
entity would be  run or whether there'd be three  votes, with the                                                               
shippers controlling the pipeline company?                                                                                      
                                                                                                                                
MR.  PULLIAM  answered  that  he  doesn't  see  anything  in  the                                                               
proposal as  to how  it would  be run,  including who  would have                                                               
voting control and  so forth, although he surmised  it would have                                                               
to be consistent with the tenets in AGIA.                                                                                       
                                                                                                                                
REPRESENTATIVE  SAMUELS gave  his understanding  that there  is a                                                               
presumption  of rolled-in  tariffs  from Congress  and FERC,  and                                                               
then AGIA  says it is 115 percent  that the pipeline entity  - no                                                               
matter who  it is - has  to follow because TransCanada  agreed to                                                               
it  originally.   As  it  is purchased,  there'd  have  to be  an                                                               
agreement saying that the new owner  would also agree.  He asked:                                                               
Is that a  statutory change, or do they just  approach the future                                                               
governor  years from  now  and say  they've  changed their  minds                                                               
about the 115 percent and the  three big producers now own three-                                                               
fourths of the pipeline?                                                                                                        
                                                                                                                                
MR. PULLIAM replied he doesn't know  how that would play out, but                                                               
he suspects  the original  owner would have  to stick  with those                                                               
terms.  Although  he indicated he believes selling  off pieces of                                                               
the  ownership  that  could  have  different  terms  wouldn't  be                                                               
allowed, he noted that a legal question.                                                                                        
                                                                                                                                
2:24:34 PM                                                                                                                    
REPRESENTATIVE WILSON  returned to  the last  point on  slide 39:                                                               
"In addition,  TransCanada proposes  to use U.S.  loan guarantees                                                               
to  finance cost  overruns if  available."   She surmised  that's                                                               
probably not an option right now for cost overruns.                                                                             
                                                                                                                                
MR.  PULLIAM  replied  it's  a   two-part  question.    The  loan                                                               
guarantees are  available generally for the  project, but whether                                                               
that  includes  cost  overruns  is  still  undecided  within  the                                                               
federal  government;  it's   something  TransCanada  would  like.                                                               
Second, with  respect to "if  available," he also means  if there                                                               
is  a desire  to have  those funds  available for  cost overruns,                                                               
then  building  the  pipeline based  on  anticipated  costs  will                                                               
require using nonguaranteed funds in place of those.                                                                            
                                                                                                                                
REPRESENTATIVE  WILSON  asked  whether  Congress  would  have  to                                                               
decide that.                                                                                                                    
                                                                                                                                
MR. PULLIAM opined  that perhaps the U.S.  Department of Treasury                                                               
could  handle it  without congressional  intervention, though  he                                                               
wasn't sure.                                                                                                                    
                                                                                                                                
2:26:20 PM                                                                                                                    
MR. PULLIAM  showed the  first of  six slides  labeled "Incentive                                                               
Adjustments to  Return on  Equity."   Slide 41  was a  graph that                                                               
specified it  assumes 75% debt /  25% equity.  He  noted the line                                                               
across the top  tracks the 14 percent return  on equity discussed                                                               
in the proposal.  If one  assumes that 965 basis points above the                                                               
T-bonds gives  14 percent over time,  the return looks  like this                                                               
without any of the incentives  TransCanada has offered.  Below it                                                               
depicts different capital cost projections in 2008 dollars.                                                                     
                                                                                                                                
MR.  PULLIAM  explained  that   TransCanada  proposes  to  reduce                                                               
its rate  of return for the  first five years of  operation.  For                                                               
every  percentage  increase  above   the  cost  that  TransCanada                                                               
estimates  at  the  time  of  certification,  the  company  would                                                               
decrease  its return  by 5 basis  points.   If, for  example, the                                                               
baseline   for   costs  is   $25.8 billion   at   the  point   of                                                               
certification and then overruns are  10 percent, the return would                                                               
be reduced by 0.5 percent or 50 basis points.                                                                                   
                                                                                                                                
2:28:04 PM                                                                                                                    
REPRESENTATIVE SAMUELS asked:   Would TransCanada make 14 percent                                                               
up  to the  $25 billion in  this example,  and then  on the  next                                                               
dollar spent get  a smaller rate of return but  still make money,                                                               
so that the more it costs, the more the company makes?                                                                          
                                                                                                                                
MR.  PULLIAM responded  that there'd  be  examples with  specific                                                               
dollar  amounts,  but to  his  understanding  the return  on  the                                                               
overall  amount would  be reduced  at  least for  the first  five                                                               
years.     It   wouldn't   just  be   the   increment  over   the                                                               
$25.8 billion;  the overall  equity  return would  be reduced  by                                                               
half a  point.   If it  went 40 percent  over budget,  the return                                                               
would drop  to 12 percent overall.   This applies the  first five                                                               
years of construction; then the return goes back to 14 percent.                                                                 
                                                                                                                                
MR. PULLIAM  discussed slide 42,  a similar  graph.  He  noted it                                                               
shows what happens  over the 25-year period.  As  overruns go up,                                                               
the  result is  a blended  rate  that comes  down and  approaches                                                               
something a little over 13.5 percent  with a cost overrun as high                                                               
as 40  percent.   This is  the effective  rate that  results from                                                               
including  the incentive  portion for  the first  five years  and                                                               
then going back  to the standard rate beyond that.   He suggested                                                               
thinking of a weighted average that falls in between the two.                                                                   
                                                                                                                                
MR. PULLIAM spoke  about slides 43-46, pointing  out that profits                                                               
increase as capital  goes up with non-incentive rates  at a fixed                                                               
rate of return, since equity is  25 percent of total capital.  If                                                               
there are  just incentive  rates and a  reduction to  12 percent,                                                               
profits still  go up as  capital increases, but less  quickly; at                                                               
40 percent the rate levels off.                                                                                                 
                                                                                                                                
MR. PULLIAM  said with the blending  of the two over  time, there                                                               
is increased profit as capital goes  up, although at a lower rate                                                               
than  the  non-incentive  rate.   Slides  44-46  had  this  note:                                                               
"TransCanada proposes to  reduce its allowed return  on equity by                                                               
up to 200  basis points (2%) over  first 5 years in  the event of                                                               
cost overruns."                                                                                                                 
                                                                                                                                
2:32:31 PM                                                                                                                    
MR.  PULLIAM addressed  slide 47,  "Potential  to Use  Government                                                               
guaranteed loans to cover potential overruns," which said:                                                                      
                                                                                                                                
      - TransCanada proposes to use Government guaranteed                                                                       
       loans to cover potential overruns                                                                                        
                                                                                                                                
     - $18 billion made available in $2004                                                                                      
                                                                                                                                
     - Would be approximately $20 billion in $2008                                                                              
                                                                                                                                
      - Assuming 75% debt financing overall, a project of                                                                       
       $26.8 billion ($2008) would absorb the full                                                                              
       guarantee amount                                                                                                         
                                                                                                                                
       - TransCanada's proposal amounts to $25.8 billion                                                                        
       ($2008)                                                                                                                  
                                                                                                                                
      - Accordingly, reservation of Government guaranteed                                                                       
       loans for any significant cost overruns would                                                                            
       require use of more expensive non-guaranteed debt                                                                        
                                                                                                                                
MR. PULLIAM  noted the guarantees  amount to $20 billion  in 2008                                                               
dollars, which  at 75 percent  debt supports  a project  of $26.8                                                               
billion.   Since  TransCanada's  proposal is  for $25.8  billion,                                                               
reserving  a  portion  for  cost  overruns  requires  using  non-                                                               
guaranteed debt for the initial capitalization of the pipeline.                                                                 
                                                                                                                                
2:33:30 PM                                                                                                                    
REPRESENTATIVE LeDOUX asked:  Can  this deal happen without using                                                               
the government-guaranteed loans to cover potential overruns?                                                                    
                                                                                                                                
MR. PULLIAM  answered that  the government  loans are  helpful to                                                               
the project, although from what he's  seen - based on current gas                                                               
price projections and tariff  costs with/without those guarantees                                                               
- they aren't the linchpin.   They serve to reduce the tariff and                                                               
make it more economic.                                                                                                          
                                                                                                                                
REPRESENTATIVE LeDOUX  asked whether Mr. Pulliam  was saying it's                                                               
not actually part of the deal.                                                                                                  
                                                                                                                                
MR. PULLIAM  replied part of  the proposal  is to use  those loan                                                               
guarantees.   However,  it is  a little  unclear in  the proposal                                                               
whether those will  be reserved for cost overruns or  used in the                                                               
initial pipeline construction.                                                                                                  
                                                                                                                                
REPRESENTATIVE LeDOUX  asked:  Are  those loan guarantees  in law                                                               
now?  If TransCanada applies for them, will it get them?                                                                        
                                                                                                                                
MR.  PULLIAM  answered yes,  as  long  as TransCanada  meets  the                                                               
conditions set forth in the legislation.                                                                                        
                                                                                                                                
2:35:50 PM                                                                                                                    
MR. PULLIAM,  in response  to Chair  Huggins, explained  that the                                                               
non-guaranteed debt  will have a  higher interest rate.   Most of                                                               
the pipeline  is debt-financed.   At  higher interest  rates, the                                                               
financing  costs will  be higher  on the  biggest portion  of the                                                               
pipeline.   Ultimately,  the regulators  will allow  those higher                                                               
interest rates to be passed through in the form of a tariff.                                                                    
                                                                                                                                
REPRESENTATIVE  SAMUELS  gave  his   understanding  that  if  the                                                               
guarantees  are used  on  the  front end,  capital  costs can  be                                                               
reduced  but there's  nothing left  for  overruns.   But if  it's                                                               
saved for  overruns, capital  is higher but  it isn't  known what                                                               
the overruns will be and thus it might be wasted.                                                                               
                                                                                                                                
MR. PULLIAM surmised  that any amount which hadn't  been used for                                                               
cost overruns could be applied later on.                                                                                        
                                                                                                                                
2:36:40 PM                                                                                                                    
REPRESENTATIVE DOOGAN  asked:  If  the government  guarantee goes                                                               
to loans for initial financing  and then there are cost overruns,                                                               
how would those typically be financed?                                                                                          
                                                                                                                                
MR. PULLIAM  replied they could  be financed either  by increased                                                               
borrowing or by  putting equity capital in.   If someone proposes                                                               
a certain capital structure for  debt and equity and has targeted                                                               
75  percent, presumably  it will  continue to  be funded  at that                                                               
same rate as costs go up.   Someone could instead seek to fund it                                                               
over time, however, using different percentages.                                                                                
                                                                                                                                
REPRESENTATIVE DOOGAN  said in this  example it's  more expensive                                                               
money across  the board, because it  isn't government-guaranteed;                                                               
those funds would have already been used.                                                                                       
                                                                                                                                
MR. PULLIAM concurred,  saying he'd assume the  company would try                                                               
to use  as much of  the government-guaranteed money  as possible;                                                               
there's only a certain amount.                                                                                                  
                                                                                                                                
2:38:51 PM                                                                                                                    
REPRESENTATIVE HAWKER gave his  understanding that although these                                                               
guaranteed loans  are available,  the process  to obtain  them is                                                               
fairly lengthy, complex, and uncertain.                                                                                         
                                                                                                                                
MR.  PULLIAM responded  that he  isn't familiar  with the  entire                                                               
process,  believes   it  is  lengthy   and  requires  a   lot  of                                                               
certification,  and doesn't  know  whether  there is  uncertainty                                                               
with respect to how they're used.                                                                                               
                                                                                                                                
SENATOR WILKIN  asked about  two incentives  he'd heard  about in                                                               
Anchorage last week to minimize cost  overruns:  1) the return on                                                               
equity  shown here  that  seems  to cost  some  $3 billion for  a                                                               
40 percent  overrun  and  2) one  related  to  federal  corporate                                                               
income tax and a deduction or surcharge.                                                                                        
                                                                                                                                
MR.  PULLIAM indicated  he hadn't  been in  Anchorage and  didn't                                                               
know.   In  response  to  Senator Therriault,  he  said the  loan                                                               
guarantee amount  will continue to  grow until used.   If project                                                               
costs  grow with  the rate  of inflation,  the relationships  all                                                               
stay the  same.   The administration's projected  costs are  at a                                                               
higher  growth rate  than general  inflation, however,  more like                                                               
4 percent,  whereas  the  loan  guarantees  are  indexed  to  the                                                               
general rate of inflation.                                                                                                      
                                                                                                                                
2:41:28 PM                                                                                                                    
SENATOR  THERRIAULT  asked  whether  Mr.  Pulliam's  calculations                                                               
accounted for that.                                                                                                             
                                                                                                                                
MR. PULLIAM  replied he'd shown these  in 2008 dollars to  try to                                                               
maintain an apples-to-apples basis as much as possible.                                                                         
                                                                                                                                
SENATOR WIELECHOWSKI  asked if pipeline companies  typically have                                                               
tremendous cost overruns or if some factor keeps those down.                                                                    
                                                                                                                                
MR.  PULLIAM  answered  that,  first,  the  shippers  are  highly                                                               
sensitive to costs, and in  the regulatory process they'll try to                                                               
ensure  that   the  costs  which  are   ultimately  approved  are                                                               
reasonable  and prudent;  the regulators  are charged  with that.                                                               
Second,  in  negotiating  rates,   shippers  can  anticipate  and                                                               
negotiate terms  about how  overruns will be  treated.   They may                                                               
embrace  something like  TransCanada  has  talked about,  require                                                               
something more stringent, or have different terms.                                                                              
                                                                                                                                
DR. NERI concurred.                                                                                                             
                                                                                                                                
CHAIR  HUGGINS highlighted  the importance  of understanding  the                                                               
process for the federal loan  guarantees, including what triggers                                                               
them, what the procedure is, and how long it takes.                                                                             
                                                                                                                                
2:44:00 PM                                                                                                                    
REPRESENTATIVE  SAMUELS   agreed.     Following  up   on  Senator                                                               
Wielechowski's  question, he  posed  a topic  for the  roundtable                                                               
discussion:   Is  the  negotiated rate  the  incentive, in  large                                                               
part,  in a  normal  pipeline to  keep cost  overruns  down?   He                                                               
surmised   there'd  only   be  a   certain  parameter   that  the                                                               
negotiation allowed one to go up to,  and then it would be on the                                                               
pipeline company.                                                                                                               
                                                                                                                                
MR.  PULLIAM suggested  an analogy  where someone  has negotiated                                                               
with a contractor to build a house.                                                                                             
                                                                                                                                
REPRESENTATIVE SAMUELS surmised that  person would absorb some of                                                               
the  risk.    The  only  difference  would  be  that  this  is  a                                                               
$30 billion  or  $40 billion  project,  and  the risk  from  cost                                                               
overruns accelerates quickly because of the size of the project.                                                                
                                                                                                                                
MR.  PULLIAM concurred.   He  turned  to slide  48, also  labeled                                                               
"Potential to Use Government Guaranteed  Loan for Cost Overruns,"                                                               
a  chart with  the  following  columns:   total  capital in  2008                                                               
dollars;  overrun;  amount  of debt  at  75  percent  debt/equity                                                               
ratio; amount  of loan guarantee in  2008 dollars; non-guaranteed                                                               
debt; and average debt rate by percentage.                                                                                      
                                                                                                                                
MR. PULLIAM  said this shows  what is available from  the federal                                                               
government  and  how  it would  look  at  different  capital-cost                                                               
levels.   He indicated  if cost  projections were  as TransCanada                                                               
proposed,  $25.8 billion  in  2008 dollars  with  no overrun,  it                                                               
would be as shown:  debt  at $19.4 billion, the loan guarantee at                                                               
$20.1  billion, zero  non-guaranteed  debt, and  an average  debt                                                               
rate of 4.7 percent.                                                                                                            
                                                                                                                                
MR.  PULLIAM added  that if  costs go  up, the  guaranteed amount                                                               
doesn't go  up, but the required  debt does in order  to keep the                                                               
debt-to-equity ratio.   If  it costs  more, it  can be  termed an                                                               
overrun  or just  "higher capital."   At  50 percent more,  about                                                               
$39 billion total,  $29 billion in  debt would be  required; one-                                                               
third  or  $9  billion  would be  non-guaranteed  funds.    Using                                                               
TransCanada's spreads, this would raise  the average debt cost by                                                               
about 0.5 percent.                                                                                                              
                                                                                                                                
2:47:16 PM                                                                                                                    
REPRESENTATIVE   JOHNSON   highlighted   slide  6,   "What   Does                                                               
TransCanada  Ask From  the  State?"   He  drew  attention to  the                                                               
following  point:   "Cooperation  of State  in  efforts with  the                                                               
Federal Government  to obtain support  for project - Use  of loan                                                               
guarantees for  cost overruns."  He  asked:  Does the  state have                                                               
any cost-overrun  responsibility under the  proposal?  And  if we                                                               
say yes to this, would the  state have to provide a guarantee for                                                               
those, above and beyond what the federal government does?                                                                       
                                                                                                                                
MR. PULLIAM  gave his  understanding that this  refers to  use of                                                               
the federal guarantees, not a state guarantee.                                                                                  
                                                                                                                                
2:48:09 PM                                                                                                                    
MR. PULLIAM showed slide 49, "Sensitivities," which said:                                                                       
                                                                                                                                
       As discussed above, capital costs are the biggest                                                                        
     driver of costs.  The critical elements are:                                                                               
                                                                                                                                
     - Overall Capital                                                                                                          
     - Capitalization (i.e., Debt/Equity)                                                                                       
     - Debt Cost                                                                                                                
     - Return on Equity                                                                                                         
                                                                                                                                
MR.  PULLIAM specified  that capital  costs will  be the  biggest                                                               
costs  in the  tariff.   Overall capitalization  - what  the debt                                                               
costs and  the return on equity  - is important in  the tariff as                                                               
well.   Slides  50-52 would  show sensitivities,  how the  tariff                                                               
would  change  under  different   assumptions  relative  to  what                                                               
TransCanada has put into its baseline tariff assumption.                                                                        
                                                                                                                                
MR. PULLIAM  showed slide 50,  "Tariffs ($/MMBtu)," a  chart with                                                               
the following note:  "Base  tariff is per TransCanada assumptions                                                               
re:  costs, capital state  and financing (i.e., $25.8bn, 75% debt                                                               
/ 25%  equity, 4.7-6.2% debt  cost, 14%  return on equity)."   He                                                               
indicated the vertical  line in the middle  represents $2.41, the                                                               
number  from  TransCanada's proposal.    The  graph depicts  what                                                               
happens  to  the  tariff  if various  factors  are  increased  or                                                               
decreased by a certain percentage.                                                                                              
                                                                                                                                
MR. PULLIAM  pointed out  that debt  is the  biggest part  of the                                                               
capital.   The  tariff is  sensitive to  debt costs;  if debt  is                                                               
reduced  by  1 percent,  the  tariff  drops about  12 cents,  for                                                               
instance.   Return on equity  is a little less  sensitive because                                                               
there is less  equity in the proposal, 25 percent.   There'd be a                                                               
movement of 5 or 6 cents either  way on the equity piece; that is                                                               
relative to a 14 percent return.                                                                                                
                                                                                                                                
MR.   PULLIAM  showed   slide  51,   "Estimated  State   Revenues                                                               
(Billion $)," a chart with the  following note:  "Base ($226.9bn)                                                               
is  per TransCanada  assumptions re:   costs,  capital state  and                                                               
financing (i.e.,  $25.8bn, 75% debt  / 25% equity,  4.7-6.2% debt                                                               
cost, 14% return on equity)."                                                                                                   
                                                                                                                                
MR.  PULLIAM  said  this  shows the  projected  impact  on  state                                                               
revenues, generally  following the  same pattern.   Capital costs                                                               
are  the more  sensitive.   These are  nominal dollars  expressed                                                               
over 25 years.   The debt ratio is a little  lower and debt costs                                                               
are somewhere between the two.                                                                                                  
                                                                                                                                
SENATOR THERRIAULT remarked that this  shows why it was important                                                               
that the state's  desired debt-to-equity ratio be  a "must have."                                                               
This shows the impact  on the return.  He said  FERC will allow a                                                               
debt-to-equity   ratio  within   what   it  calls   a  "zone   of                                                               
reasonableness."    He  recalled that  for  the  Rockies  Express                                                               
Pipeline this was 55/45.                                                                                                        
                                                                                                                                
SENATOR THERRIAULT said if the  State of Alaska allowed that kind                                                               
of  spread  and  there  was  a lot  more  equity,  there'd  be  a                                                               
tremendous impact  to the  state.  He  asked why  Mr. Pulliam had                                                               
chosen just a +5/-5 percent range here.                                                                                         
                                                                                                                                
MR. PULLIAM replied  this is for illustration, how  it would move                                                               
over a relatively  small range of 5 percent.   It certainly could                                                               
be expanded  to show  much larger  ranges.   With movement  of 25                                                               
percent, the bar on the chart would be commensurate.                                                                            
                                                                                                                                
SENATOR THERRIAULT  surmised proposals outside of  AGIA that want                                                               
higher  equity  could  have  a  sizable  impact  on  the  state's                                                               
earnings.                                                                                                                       
                                                                                                                                
MR. PULLIAM agreed.   He said these are more  like changes on the                                                               
margin.  But they could be run with wider sensitivities.                                                                        
                                                                                                                                
2:52:44 PM                                                                                                                    
MR. PULLIAM  showed the final  chart on sensitivities,  slide 52,                                                               
"Estimated  Shipper   Revenues  (Billion   $),"  which   had  the                                                               
following note:  "Base ($122.5bn)  is per TransCanada assumptions                                                               
re:  costs, capital state  and financing (i.e., $25.8bn, 75% debt                                                               
/ 25% equity, 4.7-6.2% debt cost, 14% return on equity)."                                                                       
                                                                                                                                
MR. PULLIAM  said these again  are nominal dollars.   The pattern                                                               
is similar  to what  was seen  earlier, although  the sensitivity                                                               
range  is a  little narrower  for shippers  because the  forecast                                                               
under the current system shows  more total dollars flowing to the                                                               
State of Alaska than to the shippers.                                                                                           
                                                                                                                                
REPRESENTATIVE DOOGAN  referred to  the timeline  on slide  4 and                                                               
asked when the tariff rates will be set.                                                                                        
                                                                                                                                
MR. PULLIAM  answered that he  believes the initial  tariffs will                                                               
be set at the point of certification to build the pipeline.                                                                     
                                                                                                                                
REPRESENTATIVE DOOGAN  asked whether  that applies  whether there                                                               
are recourse rates or negotiated rates for the tariffs.                                                                         
                                                                                                                                
2:54:45 PM                                                                                                                    
MR.  PULLIAM suggested  Dr.  Neri might  comment,  but said  it's                                                               
subject to what  those terms provide.  For  instance, capital may                                                               
end up  being higher or  lower than what is  set forth.   If it's                                                               
higher, for  instance, then the  actual per-unit tariff  could be                                                               
higher than  what is there at  the certification point.   But the                                                               
methodology at  least, what goes  into those rates, would  be set                                                               
at that point of certification.                                                                                                 
                                                                                                                                
REPRESENTATIVE  DOOGAN  asked:   Will  there  be another  tariff-                                                               
setting procedure at the end of construction?                                                                                   
                                                                                                                                
DR. NERI answered  that generally when FERC  grants a certificate                                                               
to  construct  a pipeline,  especially  for  recourse rates,  one                                                               
certificate  condition  is that  the  pipeline  at some  point  -                                                               
usually  three years  later  -  come in  and  justify the  rates,                                                               
document costs,  and maybe  even file  a rate  case.   So there's                                                               
usually a three-year review by FERC of the cost and the rates.                                                                  
                                                                                                                                
REPRESENTATIVE DOOGAN asked:  If  a pipeline company is trying to                                                               
get commitments  at an open  season, does it  have to be  able to                                                               
predict at least the initial rates?                                                                                             
                                                                                                                                
DR. NERI replied that during the  open season, in the open season                                                               
documents, the  pipeline will  indicate what  it thinks  the rate                                                               
will be.   Potential shippers will  submit bids.  After  the open                                                               
season, if the pipeline decides  to file its certificate, it will                                                               
have more  information and will, in  the certificate application,                                                               
file for  rates to be  charged to the  shippers.  If  those rates                                                               
are approved by FERC, they'll go into effect.                                                                                   
                                                                                                                                
REPRESENTATIVE DOOGAN asked whether there  could be three sets of                                                               
rates,  then:   the  rates  at  the  open  season, the  rates  at                                                               
certification, and then the rates upon completion.                                                                              
                                                                                                                                
DR. NERI  replied no.  The  rates at certification would  go into                                                               
effect.    But,  as  part  of  the  certificate  condition,  FERC                                                               
generally  requires pipelines  to come  in three  years later  to                                                               
justify the rates that were approved in the certificate.                                                                        
                                                                                                                                
REPRESENTATIVE  DOOGAN asked:    If there  were significant  cost                                                               
overruns between  the time of  certification and  completion, how                                                               
would those be handled in the rate making?                                                                                      
                                                                                                                                
MR.  PULLIAM   responded  if  capital  costs   were  higher  than                                                               
anticipated,  he believes  in the  initial certification  process                                                               
the company would apply to have  a certain return on capital that                                                               
would then apply  to the higher capital base.   It would be those                                                               
rates that go into effect.   That would be reviewable three years                                                               
or  so after  the  pipeline began  operation,  when the  pipeline                                                               
would have to justify those rates.                                                                                              
                                                                                                                                
2:59:01 PM                                                                                                                    
MR.  PULLIAM discussed  slides 53-55,  "Expansion Issues,"  which                                                               
listed the following points:                                                                                                    
                                                                                                                                
     - Expansion  of pipeline  capacity  would occur  either                                                                    
       via  addition  of  compression,  or  through  looping                                                                    
       (i.e., additional pipeline)                                                                                              
                                                                                                                                
     - TransCanada   estimates   that    expansion   up   to                                                                    
       5.9 bcf/day  (30% increase)  could occur  through the                                                                    
       addition of compression                                                                                                  
                                                                                                                                
     - Expansions between 5.9 bcf/day  and 6.5 bcf/day would                                                                    
       occur through either compression or looping                                                                              
                                                                                                                                
        - Looping involves adding parallel pipeline                                                                             
           sections along a portion of the main line                                                                            
                                                                                                                                
     - Beyond 6.5  bcf/day, expansion could occur  up to 7.2                                                                    
       bcf/day through looping                                                                                                  
                                                                                                                                
     - AGIA  requires   TransCanada  to  study   demand  for                                                                    
       expansion every two years  and offer non-binding Open                                                                    
       Seasons if demand is warranted                                                                                           
                                                                                                                                
     - AGIA also  requires TransCanada to  offer "rolled-in"                                                                    
       rates as long as they  do not result in increase over                                                                    
       original  rates  by  more than  15%  (i.e.,  115%  of                                                                    
       original rates)                                                                                                          
                                                                                                                                
     - Rolled-in rates mean that the  costs of the expansion                                                                    
       "rolled-in" with the original  costs and the total is                                                                    
       spread out over total volumes                                                                                            
                                                                                                                                
     - This  could  result  in higher  or  lower  rates  for                                                                    
       original  shippers  depending  on  the  cost  of  the                                                                    
       expansion                                                                                                                
                                                                                                                                
     - The alternative  is incremental rates  for expansion.                                                                    
       Under  incremental pricing,  the  shipper[s] for  the                                                                    
       expansion  capacity  bear  the  entire  cost  of  the                                                                    
       expansion.   Again,  this could  be  lower or  higher                                                                    
       than the original rates                                                                                                  
                                                                                                                                
MR.  PULLIAM  noted that  expansions  were  addressed earlier  as                                                               
well.   He specified that the  30 percent increase in  the second                                                               
bullet  point is  30  percent over  the  4.5 initial  throughput.                                                               
With  rolled-in   rates,  both  the  initial   shippers  and  the                                                               
expansion shippers pay on the same basis.                                                                                       
                                                                                                                                
MR.   PULLIAM,   in  response   to   Senator   Green,  gave   his                                                               
understanding that the  115 percent applies to  the initial rate.                                                               
As the pipeline expands to  about 5.9 Bcf/day, rates likely would                                                               
decrease;  compression  would be  added,  and  the initial  costs                                                               
would  be  spread  over  a  higher volume.    There  could  be  a                                                               
situation wherein  an expansion after  that leads to  an increase                                                               
over those lower rates.                                                                                                         
                                                                                                                                
3:01:55 PM                                                                                                                    
REPRESENTATIVE SAMUELS posed  an example with an  initial rate of                                                               
$3.00.   There  is compression  expansion and  the rate  drops to                                                               
$2.50.   Anadarko  comes  in  and bids  $2.50  for  its gas,  and                                                               
everyone pays  $2.50.   Then there's  an expansion  with looping,                                                               
and the rate rises to $3.25.   He asked whether Anadarko would be                                                               
on the hook for 15 percent above $2.50 or above $3.00.                                                                          
                                                                                                                                
MR. PULLIAM gave  his understanding that it would  be relative to                                                               
the initial rate, up to 15 percent above $3.00.                                                                                 
                                                                                                                                
REPRESENTATIVE SAMUELS  suggested also asking  the administration                                                               
and TransCanada  what their understanding  is.  He  said Anadarko                                                               
in  this  instance could  sign  up  at  $2.50  and go  to  $3.45,                                                               
15 percent above a rate that  Anadarko hadn't agreed to ever, the                                                               
$3.00 rate.                                                                                                                     
                                                                                                                                
MR. PULLIAM  affirmed that  as his  understanding from  what he'd                                                               
read and  seen presented thus far.   Returning to the  slides, he                                                               
said  rolled-in rates  can  lead  to higher  or  lower rates  for                                                               
initial shippers,  depending on the  cost of the expansion.   The                                                               
alternative is incremental rates  in which expansion shippers pay                                                               
the entire cost of expansion; this  could be higher or lower than                                                               
the original rates, depending on how efficient the expansion is.                                                                
                                                                                                                                
MR.  PULLIAM   showed  slide  56,  "Example   of  Rolled-In  Rate                                                               
Treatment," a bar graph showing  how rolled-in rates could either                                                               
lower or raise rates for initial  shippers.  He specified that it                                                               
wasn't based on the proposal.                                                                                                   
                                                                                                                                
MR. PULLIAM noted  if there were initial tariffs of  $2.00 and an                                                               
incremental  expansion with  relatively low-cost  compression, it                                                               
would result in  $1.50 on the incremental volume  to support that                                                               
expansion;  rolling that  in leads  to a  lower average  rate for                                                               
everyone.  Conversely, if the  expansion was relatively costly so                                                               
it went  up to $2.50, then  rolling the higher expansion  cost in                                                               
would result in a higher tariff for everyone.                                                                                   
                                                                                                                                
3:04:38 PM                                                                                                                    
REPRESENTATIVE  GATTO asked  what happens  if the  amount of  gas                                                               
available to  put in the pipeline  keeps dropping.  There'd  be a                                                               
commitment  that   someone  wouldn't   have  to  pay   more  than                                                               
15 percent above  the base  rate.   But the  rate would  start to                                                               
climb  for everyone  if less  gas were  in the  pipe.   He asked:                                                               
Under that  scenario, how do  you prevent the rate  from climbing                                                               
above the initial rate?                                                                                                         
                                                                                                                                
MR. PULLIAM  replied that's a  different risk issue.   That's why                                                               
there  are transportation  commitments to  begin with.   Shippers                                                               
will agree to put a certain amount  of gas in; if they don't ship                                                               
that amount of gas, they'll pay as if they did.                                                                                 
                                                                                                                                
3:05:43 PM                                                                                                                    
SENATOR  THOMAS  observed that  the  gas  treatment plant  wasn't                                                               
mentioned here  and asked:  If  the GTP is built  for 4.5 Bcf/day                                                               
and then the  line expands to 7.2 Bcf/day, what  impact does that                                                               
have  and how  does it  affect the  tariff?   He suggested  there                                                               
might  be a  huge  capital cost  for the  GTP  in that  instance,                                                               
depending on who owns it.                                                                                                       
                                                                                                                                
MR. PULLIAM said that's a  good question.  TransCanada's proposal                                                               
doesn't  include a  scenario  for  expanding the  GTP.   He  said                                                               
engineering for  the GTP is a  out of his area  of expertise, but                                                               
the gas  would have to  be conditioned  in some way,  either from                                                               
adding   to  the   central  GTP   facility  or   perhaps  through                                                               
constructing  small facilities  to  address incremental  volumes.                                                               
As to which would be most efficient, he didn't know.                                                                            
                                                                                                                                
SENATOR  THERRIAULT  asked  Mr.  Pulliam  why  he'd  stopped  the                                                               
expansion  through looping  at 7.2  Bcf/day.   He surmised  if it                                                               
were  still  cost-competitive,  someone  could lay  pipe  to  get                                                               
around bottlenecks or have parallel lines.                                                                                      
                                                                                                                                
MR.  PULLIAM   answered  that  it   matched  with   estimates  in                                                               
TransCanada's proposal, which ran the  numbers up to 7.2 Bcf/day.                                                               
As to how efficient it is to loop beyond that, he wasn't sure.                                                                  
                                                                                                                                
3:08:20 PM                                                                                                                    
SENATOR WIELECHOWSKI recalled for  the base pipeline the debt-to-                                                               
equity ratio is 70/30 under  AGIA, but for expansions TransCanada                                                               
wants 60/40.   He asked:  What economic impact  does that have if                                                               
it's up to 6.5 or 7.2  Bcf/day and there's a 44 percent increase,                                                               
changing that  ratio from 70/30 to  60/40?  He surmised  it would                                                               
be significant.                                                                                                                 
                                                                                                                                
MR. PULLIAM answered it would  have the effect of raising capital                                                               
costs on a per-unit basis,  though he wasn't sure how significant                                                               
it would be.                                                                                                                    
                                                                                                                                
SENATOR WIELECHOWSKI suggested it would  be a loss of billions of                                                               
dollars to the state.                                                                                                           
                                                                                                                                
MR.  PULLIAM  replied  that  relative to  using  a  70/30  ratio,                                                               
depending  on how  big the  expansion is,  it could  be billions.                                                               
However, the value  of having the expansion would,  in itself, be                                                               
a big  benefit to  the state.   If it  could be  done on  a 70/30                                                               
basis, though,  and was a significant  expansion, that difference                                                               
could be quite valuable to the state.                                                                                           
                                                                                                                                
3:09:52 PM                                                                                                                    
MR. PULLIAM discussed slide 57,  also labeled "Expansion Issues,"                                                               
which had a graph and the following points:                                                                                     
                                                                                                                                
       - TransCanada estimates that expansions up to 6.5                                                                        
       bcf/day (44% increase in capacity) would reduce                                                                          
       rates on a rolled-in basis                                                                                               
                                                                                                                                
     - At 7.2 bcf/day, TransCanada estimates that rolled-in                                                                     
       treatment of expansions could increase rates                                                                             
       (depending on timing of expansions(s)), but by less                                                                      
       than the 15% threshold                                                                                                   
                                                                                                                                
MR. PULLIAM said the graph  shows what TransCanada anticipates at                                                               
different expansion levels.  A  horizontal line shows 115 percent                                                               
of the  initial tariff.   The figures refer to  pipeline tariffs,                                                               
not the GTP.  He  noted TransCanada predicts expansions generally                                                               
would  reduce the  tariff, inclusive  of  fuel, up  to about  6.5                                                               
Bcf/day.  It would start to increase as looping begins.                                                                         
                                                                                                                                
MR. PULLIAM added  that the administration has done  some of this                                                               
modeling as well and has verified  in general, to his belief, the                                                               
manner in which  the pipe would be expanded,  though the patterns                                                               
look a  bit different  from this,  with some  increase seen  at a                                                               
lower level.  In the end,  the 115 percent level isn't approached                                                               
- at  least with current projections  - at any of  these kinds of                                                               
expansions.   Moving from 4.5  to 7.2  Bcf/day is a  fairly large                                                               
expansion, more than 50 percent, over the initial capacity.                                                                     
                                                                                                                                
3:12:06 PM                                                                                                                    
MR. PULLIAM discussed slide 58,  also labeled "Expansion Issues,"                                                               
which had the following points:                                                                                                 
                                                                                                                                
        - If TransCanada estimates are correct, existing                                                                        
       shippers would be expected to be supportive of                                                                           
       rolled-in treatment up to 6.5 bcf/day.  Beyond that,                                                                     
       they would rather see incremental pricing                                                                                
                                                                                                                                
        - This could differ depending on the position of                                                                        
            the party seeking  the expansion.   If it  is an                                                                    
            existing shipper, it  may still  favor rolled-in                                                                    
            treatment above  6.5  bcf/day  depending on  how                                                                    
            much existing  capacity it  has relative  to the                                                                    
            amount of incremental capacity it is seeking                                                                        
                                                                                                                                
        - For example, if a shipper had 10% of the                                                                              
            original capacity, but was going to have 100% of                                                                    
            the expansion  capacity,  then  it would  likely                                                                    
            favor rolled-in treatment even if  it raised the                                                                    
            cost for it[s] original capacity                                                                                    
                                                                                                                                
        - This is because it can spread the costs of the                                                                        
            incremental  (relatively   expensive  expansion)                                                                    
            across others' volumes                                                                                              
                                                                                                                                
      - Neither FERC nor NEB are required to accept rolled-                                                                     
       in treatment of rates as required by AGIA, though                                                                        
       FERC has stated that there will be a presumption of                                                                      
       rolled-in treatment                                                                                                      
                                                                                                                                
MR.  PULLIAM  added,  with  respect  to  different  positions  of                                                               
parties, that it  would depend on a shipper's mix  of gas as well                                                               
as how  much initial  capacity that shipper  has relative  to the                                                               
expansion capacity.  The FERC  presumption of rolled-in treatment                                                               
is rebuttable;  the pipeline or  shippers could  present evidence                                                               
that it should be done on an incremental basis instead.                                                                         
                                                                                                                                
3:13:47 PM                                                                                                                    
MR. PULLIAM summarized slide 59, "In-State Tariffs," which said:                                                                
                                                                                                                                
       - TransCanada has proposed offering at least 5 in-                                                                       
       state "off-take" locations, one of which would                                                                           
       accommodate a "spur" line to the Anchorage area                                                                          
                                                                                                                                
     - In-State Study before Open Season                                                                                        
                                                                                                                                
        - Tariffs would be offered on distance sensitive                                                                        
       basis, with a single "zonal" rate offered for all                                                                        
       Alaska off-take locations                                                                                                
                                                                                                                                
     - Rates to the different locations would be calculated                                                                     
       based on their relative distances to the total                                                                           
       Alaska section, then a weighted average rate would                                                                       
       be applied to all off-take in Alaska                                                                                     
                                                                                                                                
MR.  PULLIAM added  that the  in-state study  is consistent  with                                                               
AGIA.   In response to  Representative LeDoux, he  specified that                                                               
TransCanada proposes to  do a study of demand for  gas within the                                                               
state  and make  that available  before  the open  season.   Thus                                                               
folks would have a sense of gas requirements in Alaska.                                                                         
                                                                                                                                
MR. PULLIAM  said the  final chart, slide  60, also  labeled "In-                                                               
State Tariffs,"  is a simplified version  with off-take locations                                                               
at 200, 300, and 500 miles  and examples of off-take volumes; the                                                               
overall rate to  the border is $1.00 per Mcf  and the distance is                                                               
800 miles.   Total  cost is  allocated based  on the  distance to                                                               
each location and the weighted volume coming off each.                                                                          
                                                                                                                                
MR. PULLIAM said  while it is relatively cheap  to serve location                                                               
A  and  more  expensive  for   location  C,  those  are  weighted                                                               
together.  In this case, the  average distance is 52.5 percent of                                                               
the distance to Canada, so the  rate is 52.5 percent of the total                                                               
rate to Canada.                                                                                                                 
                                                                                                                                
3:16:00 PM                                                                                                                    
REPRESENTATIVE HAWKER  remarked that  philosophically he  can see                                                               
certain simplicities  in having a  single-zone tariff for  all of                                                               
Alaska.   But  he asked  why folks  taking gas  off at  the Yukon                                                               
River should  subsidize shipping  gas all the  way to  the Kenai,                                                               
for instance,  and why Fairbanks  residents should  subsidize gas                                                               
going to LNG or urea plants further south.                                                                                      
                                                                                                                                
MR. PULLIAM  replied he  thinks it  boils down  to administrative                                                               
ease  and  simplicity.    Ultimately,  there'll  be  a  balancing                                                               
between equity  and administrative  ease, which  often is  one of                                                               
the tensions in  the regulatory process.   The postage-stamp type                                                               
of rate provides that administrative ease.                                                                                      
                                                                                                                                
3:17:18 PM                                                                                                                    
REPRESENTATIVE  LeDOUX  asked  whether  it's  correct  that  this                                                               
TransCanada  proposal won't  work unless  the producers  agree in                                                               
the open season to ship their gas.                                                                                              
                                                                                                                                
MR. PULLIAM  answered that  a pipeline  to commercialize  the gas                                                               
has certainly  got to  have gas in  it.  Right  now, that  gas is                                                               
controlled by  producers under the  leases they have.   There has                                                               
to be  some way for  that gas to get  into the system,  either by                                                               
agreement or coercion or some process.                                                                                          
                                                                                                                                
REPRESENTATIVE  LeDOUX  asked:   Why  is  or isn't  TransCanada's                                                               
proposal better than  what the producers have  proposed under the                                                               
name Denali?                                                                                                                    
                                                                                                                                
REPRESENTATIVE  SAMUELS  suggested  moving forward,  rather  than                                                               
beginning the  debate that will  occur over the next  two months.                                                               
Legislators  would  hear  five days  of  presentations  from  the                                                               
administration and  TransCanada on why  they believe this  is the                                                               
best path to  monetize North Slope gas.  He  pointed out that the                                                               
process  was  set up  so  the  LB&A consultants  could  highlight                                                               
questions for legislators to ask and what to look for.                                                                          
                                                                                                                                
MR.   DICKINSON  noted   there's  a   general  PowerPoint   slide                                                               
presentation on  the Denali website,  but there are  thousands of                                                               
pages on  the TransCanada proposal.   Any comparison  will suffer                                                               
as a result.                                                                                                                    
                                                                                                                                
The committees took an at-ease from 3:21:10 PM to 3:39:10 PM.                                                               
                                                                                                                                
3:39:32 PM                                                                                                                    
MS. ADAIR gave  her background, saying she's  a chemical engineer                                                               
by training and  a registered professional engineer  in Texas and                                                               
Oklahoma;  she indicated  she  also has  a  master's of  business                                                               
administration  (MBA) from  Southern Methodist  University (SMU).                                                               
She  has designed  pipelines, gas-processing  facilities, and  so                                                               
on.   In  her  day-to-day  job, she  looks  at  issues where  the                                                               
technical part  of the energy  industry collides  with economics.                                                               
She does work on due diligence  for financing and lots of work on                                                               
damages, contract disputes and negotiations, and so on.                                                                         
                                                                                                                                
3:40:57 PM                                                                                                                    
MS. ADAIR  began her presentation,  "Financial Assessment  of the                                                               
Impact of  the Alaska  Gas Pipeline," which  was duplicated  in a                                                               
handout.  She showed slide 2, "Key Study Aspects," which said:                                                                  
                                                                                                                                
        - Financial Analysis of the Alaska Gas Pipeline                                                                         
       Project from the perspective of TransCanada and                                                                          
       Producer Project                                                                                                         
                                                                                                                                
    - Assessment    of    the   future    performance    of                                                                     
       TransCanada's Canadian gas assets in two cases, With                                                                     
       and Without Alaska Gas Supply                                                                                            
                                                                                                                                
     - High-level overview other TransCanada assets                                                                             
                                                                                                                                
     - Evaluation  of supply  and demand/competition  issues                                                                    
       in North America that may impact the TransCanada                                                                         
       pipeline assets                                                                                                          
                                                                                                                                
     - Evaluation   of  impact   of   the   Alaska  gas   on                                                                    
       TransCanada's future earnings                                                                                            
                                                                                                                                
MS. ADAIR noted  that, for the most part, Muse  Stancil has taken                                                               
base-case  forecasts  of  the  pipeline,  rather  than  doing  an                                                               
analysis of TransCanada's proposal  or an independent analysis of                                                               
the pipeline.   The effort  has been to  put this project  in the                                                               
context of the environment in  which it will function; to address                                                               
how  the pipeline  will affect  TransCanada's assets;  to discuss                                                               
issues  that  may impact  TransCanada's  pipeline  assets on  the                                                               
North American  front; and to  look at  the impact of  the Alaska                                                               
gas pipeline on TransCanada's future earnings as a corporation.                                                                 
                                                                                                                                
3:42:13 PM                                                                                                                    
MS. ADAIR  showed slides 3-4,  "Financial Analysis of  the Alaska                                                               
Gas Pipeline," which had the following points:                                                                                  
                                                                                                                                
     Assess the investment  philosophy, asset portfolio, and                                                                    
     financial structure of potential owner companies                                                                           
                                                                                                                                
     - TransCanada                                                                                                              
                                                                                                                                
     - Producer Project Owner                                                                                                   
        - ConocoPhillips (COP)                                                                                                  
        - British Petroleum (BP)                                                                                                
                                                                                                                                
     Assess  the risk/reward  and  potential  return of  the                                                                    
     investment in the pipeline project                                                                                         
                                                                                                                                
     - Assuming  certain percentage  of firm  transportation                                                                    
       (FT) committed before investment                                                                                         
                                                                                                                                
     - Assuming no FT commitment until year 2 of operations                                                                     
                                                                                                                                
     - Assuming all FT sold prior to initial construction                                                                       
                                                                                                                                
     Evaluate  the   potential  investment  in   the  Alaska                                                                    
     Pipeline  Project  in  the context  of  each  company's                                                                    
     investment philosophy,  asset portfolio,  and financial                                                                    
     structure                                                                                                                  
                                                                                                                                
       - Assess how investing in the project could impact                                                                       
       each company's financial stability                                                                                       
                                                                                                                                
         - Assess the project in light of other likely                                                                          
       alternative project investments available to the                                                                         
       companies                                                                                                                
                                                                                                                                
MS. ADAIR  explained that for  the analysis of the  pipeline from                                                               
the perspective  of the  marketplace, Muse  Stancil was  asked to                                                               
talk  about  how the  companies  differ  that ultimately  may  be                                                               
owner-operators.   Muse Stancil was contracted  before the Denali                                                               
project  was  announced;  ConocoPhillips  and BP  were  added  as                                                               
specific  companies  following  that,   instead  of  the  generic                                                               
producer project owner intended originally.                                                                                     
                                                                                                                                
3:43:01 PM                                                                                                                    
MS. ADAIR  said everything she  would show is  publicly available                                                               
information obtained from annual  reports, stock analyst reports,                                                               
and so on.                                                                                                                      
                                                                                                                                
MS. ADAIR  discussed slides  5-6, "TransCanada."   Slide 5  was a                                                               
map of Canada  and the U.S. depicting gas  storage, power plants,                                                               
wholly  owned  pipelines, and  affiliated  pipelines.   She  said                                                               
TransCanada has  a vast footprint  in North America,  including a                                                               
lot of power  generation; it is an integrated  energy company, at                                                               
least on the gas side.  Slide 6 had the following points:                                                                       
                                                                                                                                
     Corporate Vision and Investment Philosophy                                                                                 
                                                                                                                                
     - Become the leading energy infrastructure company in                                                                      
       North America                                                                                                            
                                                                                                                                
     - Deliver strong financial performance                                                                                     
                                                                                                                                
     - Maximize corporate financial flexibility                                                                                 
                                                                                                                                
          - Execute on the current portfolio of large,                                                                          
       attractive projects and initiatives                                                                                      
                                                                                                                                
       - Create and cultivate a high-quality portfolio of                                                                       
       future growth opportunities                                                                                              
                                                                                                                                
     Asset Portfolio                                                                                                            
                                                                                                                                
     - Natural Gas Transportation                                                                                               
        - 36,500 miles of wholly-owned pipelines connecting                                                                     
          North American gas producing basins to downstream                                                                     
          markets                                                                                                               
                                                                                                                                
        - 15 billion cubic feet per day (Bcf/d) of natural                                                                      
          gas transported in 2007                                                                                               
                                                                                                                                
     - Natural Gas Storage                                                                                                      
       - 355 billion cubic feet (Bcf) of storage capacity                                                                       
                                                                                                                                
     - Crude Oil Transportation                                                                                                 
        - Keystone   Pipeline    Project   linking   growing                                                                    
          Canadian oil sands supplies with refineries in                                                                        
          the U.S. Midwest                                                                                                      
                                                                                                                                
        - New build, plus conversion of underutilized                                                                           
          Mainline capacity                                                                                                     
                                                                                                                                
     - Power Generation                                                                                                         
        - Assets in Canada and the U.S.                                                                                         
                                                                                                                                
        - Diverse portfolio of nuclear, natural gas, coal,                                                                      
          hydro, and wind                                                                                                       
                                                                                                                                
     - LNG                                                                                                                      
        - Two LNG import terminals in the development phase                                                                     
        - Quebec location on the St. Lawrence River                                                                             
        - New York State in Long Island Sound                                                                                   
                                                                                                                                
     - Marketing                                                                                                                
                                                                                                                                
3:44:00 PM                                                                                                                    
MS. ADAIR said  she believes this came  from TransCanada's latest                                                               
annual report.   The company's focus is on  the midstream sector,                                                               
providing services to  producers and people who buy  gas all over                                                               
North  America; it  also cares  about its  shareholders.   In the                                                               
past three years  or so TransCanada has grown quite  a bit, based                                                               
on  projects   it  has  identified   and  executed  as   well  as                                                               
acquisitions  in  the  marketplace.    The  Alaska  gas  pipeline                                                               
project is a great growth opportunity for the company.                                                                          
                                                                                                                                
MS. ADAIR, with  respect to TransCanada's assets,  added that the                                                               
natural gas storage capacity is  primarily in Canada, but also is                                                               
affiliated  with the  ANR Pipeline  system  that it  owns in  the                                                               
Lower 48.   TransCanada is just beginning to enter  the crude oil                                                               
side; the  conversion of  underutilized mainline  capacity refers                                                               
to converting lines  in Canada to oil.   Diverse power generation                                                               
assets are primarily in Alberta and Northeastern U.S.  She                                                                      
mentioned the LNG projects and also said the marketing relates                                                                  
to TransCanada's unregulated assets.                                                                                            
                                                                                                                                
3:47:06 PM                                                                                                                    
MS.  ADAIR  addressed  slides 7-8,  also  labeled  "TransCanada,"                                                               
noting this information  came from stock reports  and what they'd                                                               
seen in  TransCanada's annual  report.  Slides  7-8 said,  with a                                                               
few details omitted:                                                                                                            
                                                                                                                                
     Key Facets of Current Portfolio                                                                                            
     - Planned investment of approximately $10 billion in a                                                                     
       number of energy infrastructure projects currently                                                                       
       under construction throughout North America                                                                              
                                                                                                                                
     - Pipeline Segment                                                                                                         
        - Approximately $5.3 billion of committed capital                                                                       
          projects                                                                                                              
          - Alberta System's North Central Corridor                                                                             
          - Keystone Oil Pipeline                                                                                               
                                                                                                                                
     - Energy Segment                                                                                                           
        - Plan to invest more than $4.6 billion in a                                                                            
          variety of projects                                                                                                   
                                                                                                                                
     Future Investments Criteria                                                                                                
          - Select only the very best opportunities and                                                                         
            move those initiatives forward                                                                                      
                                                                                                                                
          - Build   on   existing   large   and   attractive                                                                    
            portfolio    of    projects    and    investment                                                                    
            opportunities in the Pipeline and Energy                                                                            
            Segments                                                                                                            
                                                                                                                                
          - Cultivate a portfolio that provides the                                                                             
            opportunity     to      reinvest     substantial                                                                    
            discretionary  cash flow  into opportunities  in                                                                    
            natural  gas  and  crude  oil  pipelines,  power                                                                    
            generation facilities, natural  gas storage, and                                                                    
            LNG terminals                                                                                                       
                                                                                                                                
          - Capitalize on North America's increasing demand                                                                     
            for cleaner and more efficient energy                                                                               
                                                                                                                                
          - Continue to deliver strong and sustainable                                                                          
            financial returns to shareholders                                                                                   
                                                                                                                                
MS. ADAIR  added that in  Alberta, TransCanada is  doing pipeline                                                               
expansion  and  looping  in  the north  central  corridor.    The                                                               
Keystone  oil pipeline  is a  joint venture  with ConocoPhillips.                                                               
As for  the energy segment, this  is power generation as  well as                                                               
LNG and gas storage.                                                                                                            
                                                                                                                                
MS. ADAIR  explained that for future  investments, TransCanada is                                                               
looking  for opportunities  in sectors  that grow  the businesses                                                               
the  company already  participates  in or  that  are adjacent  to                                                               
those;  TransCanada wants  to explore  its  core competencies  in                                                               
ways  that  meet  criteria  in terms  of  increasing  demand  for                                                               
cleaner  and more  efficient energy  in North  America.   And the                                                               
company  wants  to continue  to  deliver  strong and  sustainable                                                               
financial returns for its shareholders.                                                                                         
                                                                                                                                
3:48:55 PM                                                                                                                    
MS. ADAIR turned  to slide 9, which had a  graph of TransCanada's                                                               
long-term debt in U.S. dollars and the following points:                                                                        
                                                                                                                                
     Financial Structure                                                                                                        
        - Current Market Capitalization, $23 billion                                                                            
       - Long-term debt as of March 31, 2008, $13 billion                                                                       
        - Detailed 2007 Financial Performance analysis                                                                          
          located in Appendix                                                                                                   
                                                                                                                                
REPRESENTATIVE  RAMRAS recalled  during  the legislative  session                                                               
TransCanada    executed   a    $2.8   billion    power-generation                                                               
transaction.  He opined that  equity markets generally discourage                                                               
large companies  that deviate  from their  primary business.   He                                                               
asked whether Muse Stancil had  analyzed that transaction and, if                                                               
so, whether  the market had  rewarded TransCanada  for broadening                                                               
its energy  portfolio.  He also  asked whether Ms. Adair  had any                                                               
references  here  to  TransCanada's  immediate  peer  group  that                                                               
speaks to its capacity to execute this Alaska project.                                                                          
                                                                                                                                
MS. ADAIR  answered no to  the last question.   As to  the first,                                                               
she surmised he  was talking about the Ravenswood  project out of                                                               
New York.   She said her information wasn't  extensive, but she'd                                                               
had Muse Stancil's "power guy" look into it.                                                                                    
                                                                                                                                
MS.  ADAIR opined  that one  problem  with Ravenswood  is it's  a                                                               
peaking facility, not utilized 100 percent  of the time.  It also                                                               
has  reserve  or  standby  payments,  to  her  understanding,  to                                                               
maintain the  equipment and have  it ready  to go; there  is some                                                               
concern  as  to  how  long   those  payments  may  be  available.                                                               
Furthermore,  she   believes  there's   some  concern   that  the                                                               
acquisition might dilute earnings, at least short term.                                                                         
                                                                                                                                
MS. ADAIR said those are  things shareholders don't like to hear,                                                               
especially  when looking  at the  record for  acquisitions, which                                                               
have  been  accretive   to  earnings.    She   opined  that  this                                                               
particular acquisition  might have  been a  momentary blip.   She                                                               
recalled  reading  and hearing  that  the  company has  plans  to                                                               
repower that facility and turn it around.                                                                                       
                                                                                                                                
REPRESENTATIVE RAMRAS said his question  was relative to the size                                                               
of the market  capitalization of TransCanada and the  fact that a                                                               
$2.8 billion  acquisition for  Ravenswood was  that dilutive,  to                                                               
his  understanding.   He expressed  concern about  the scale  and                                                               
TransCanada's ability to execute the Alaska project.                                                                            
                                                                                                                                
MS. ADAIR  answered that  with respect  to this  Alaska pipeline,                                                               
the FT  component won't be a  function of the company's  size; it                                                               
will  relate to  the creditworthiness  of the  parties to  the FT                                                               
contracts.  That is what will carry the day on the debt.                                                                        
                                                                                                                                
REPRESENTATIVE RAMRAS asked  Ms. Adair to expand  her answer with                                                               
respect to construction  risk when it comes to  a project between                                                               
$21 billion and  $36 billion, given  what he said is  FERC's view                                                               
about risks associated with global  Arctic gas projects; that the                                                               
Trans-Alaska Pipeline System (TAPS)  oil pipeline ran 800 percent                                                               
over  budget;  and  TransCanada's present  market  capitalization                                                               
relative to the risk of 50, 100, or 200 percent cost overruns.                                                                  
                                                                                                                                
3:53:15 PM                                                                                                                    
MS.  ADAIR  answered  with  regard  to  cost  overruns  that  she                                                               
believes  it's  a question  the  legislature  and the  market  in                                                               
general will  have to grapple with.   That risk more  than likely                                                               
won't be laid  off to an engineer, procure,  and construct (EP&C)                                                               
contractor, at least not completely; it will have to be managed.                                                                
                                                                                                                                
MS.  ADAIR suggested  looking at  the stock-value  market cap  of                                                               
TransCanada at  $23 billion and  a total enterprise value  if the                                                               
company's  long-term debt  is added  to the  market cap  of about                                                               
$36 billion.  Compared with the  types of overruns talked about -                                                               
50 percent on $20 billion - it's a lot of money.                                                                                
                                                                                                                                
MS. ADAIR  said, however, that this  project is meant to  ride on                                                               
its own  merits and not on  a parent guarantee of  any particular                                                               
company.  So management of  construction risk is key to financing                                                               
the  project.   The  ultimate  question is  how  to manage  risks                                                               
sufficiently to satisfy the debt  and equity that must be raised,                                                               
since TransCanada will have to raise equity to do this.                                                                         
                                                                                                                                
3:54:36 PM                                                                                                                    
SENATOR  WIELECHOWSKI noted  the  value of  the  U.S. dollar  has                                                               
plummeted relative  to Canadian dollars.   He asked  whether that                                                               
has affected any of the numbers shown for TransCanada.                                                                          
                                                                                                                                
MS. ADAIR  answered that Muse  Stancil tried to do  everything in                                                               
U.S.  dollars in  order to  have an  apples-to-apples comparison.                                                               
She didn't believe  it would have any  impact because corrections                                                               
had been done in everything she would show today.                                                                               
                                                                                                                                
3:55:17 PM                                                                                                                    
REPRESENTATIVE GARDNER asked what is meant by EP&C contractors.                                                                 
                                                                                                                                
MS. ADAIR replied  those are the companies  that build pipelines,                                                               
supply equipment,  and would put  together the project.   Usually                                                               
when there is a turnkey  construction contract for a big project,                                                               
there are  penalties associated with missing  milestones, certain                                                               
cost  overruns, and  so on.   The  EP&C contractor  cannot insure                                                               
against every possible  delay or lay it off on  someone else.  An                                                               
example  is  a  delay  or cost  increase  related  to  regulatory                                                               
issues.   Certain inherent risks  to the project rest  with those                                                               
who own it.                                                                                                                     
                                                                                                                                
3:56:38 PM                                                                                                                    
MS. ADAIR  noted TransCanada  doubled its debt  in the  last five                                                               
years,  but  also  raised  equity during  this  time  and  almost                                                               
doubled its net  income, as shown on slides 10-12.   Those slides                                                               
had graphs depicting net income  by segment, capital expenditures                                                               
by segment, and capital expenditures and acquisitions.                                                                          
                                                                                                                                
MS. ADAIR  highlighted segments of  TransCanada's business.   She                                                               
explained  that "power"  relates to  power-generation assets  and                                                               
gas storage, whereas "gas  transmission" is specifically pipeline                                                               
assets.    TransCanada has  a  pretty  good distribution  between                                                               
those  two segments,  moving around  a little  bit, depending  on                                                               
markets; it isn't highly leveraged in one segment or the other.                                                                 
                                                                                                                                
MS.  ADAIR   also  highlighted  a  fairly   drastic  increase  in                                                               
expenditures over  time.  At least  in the last couple  of years,                                                               
she said,  spending has  focused on  the energy  sector including                                                               
wind projects, hydroelectric  power, and so on,  with less direct                                                               
spending in the pipeline segment.                                                                                               
                                                                                                                                
MS.  ADAIR   noted  there  has   been  significant   spending  on                                                               
acquisitions,  through which  TransCanada  has been  successfully                                                               
growing.   In  2007  that  included acquiring  ANR  Pipeline -  a                                                               
significant pipeline from  the Gulf of Mexico  to Midwest markets                                                               
- and the outstanding interest in Great Lakes Pipeline.  In                                                                     
response to a question, she opined that Ravenswood wasn't                                                                       
included here.                                                                                                                  
                                                                                                                                
3:58:48 PM                                                                                                                    
MS. ADAIR briefly showed slide 13, "Financial Analysis of                                                                       
Potential Owner Companies," which said:                                                                                         
                                                                                                                                
     Producer Project Owners                                                                                                    
          - ConocoPhillips                                                                                                      
          - British Petroleum                                                                                                   
                                                                                                                                
MS. ADAIR discussed slides 14-18, "ConocoPhillips Asset                                                                         
Portfolio," which had a map, graphs, and the following points:                                                                  
                                                                                                                                
     Exploration activities in 23 counties                                                                                      
                                                                                                                                
     Production activities in 16 countries                                                                                      
        - Total 2007 production 2.3 million barrels per oil                                                                     
          equivalent day                                                                                                        
        - Including Lukoil and Syncrude                                                                                         
                                                                                                                                
     Refineries                                                                                                                 
        - 12 in the U.S.                                                                                                        
        - 4 in Europe                                                                                                           
        - 1 in Asia                                                                                                             
        - 2007 Refining Capacity 2.7 million barrels per                                                                        
          day (MMbp/d)                                                                                                          
          - 2.04 MMbp/d in U.S.                                                                                                 
          - 669    thousand   barrels   per    day   (Mbp/d)                                                                    
             Internationa[l]                                                                                                    
                                                                                                                                
     As of December 31, 2007:                                                                                                   
        - Third-largest integrated energy company in the                                                                        
          U.S.                                                                                                                  
          - Market capitalization                                                                                               
          - Oil and natural gas reserves                                                                                        
          - Oil and natural gas production                                                                                      
        - Fourth-largest refiner in the world                                                                                   
        - Sixth-largest worldwide reserves holder, non-                                                                         
          government-controlled company                                                                                         
                                                                                                                                
     Refined Products Marketing                                                                                                 
        - U.S., Europe, and Malaysia                                                                                            
        - Phillips 66, Conoco, 76, and JET brands                                                                               
                                                                                                                                
     Joint Venture Operations                                                                                                   
        - DCP Midstream in the U.S., 50 percent interest                                                                        
          - 63 Natural Gas Processing Plants                                                                                    
          - 58,000 miles of natural gas gathering                                                                               
        - Chevron Phillips Chemical Company, 50 percent                                                                         
          Interest                                                                                                              
          - 36 Production Facilities in 7 countries                                                                             
          - 6 Research and Technology Centers                                                                                   
                                                                                                                                
     Corporate Vision and Investment Philosophy                                                                                 
        - Exercised   a    consistent,   proven   investment                                                                    
          strategy that balances allocations of cash flow                                                                       
          - Grow the asset base                                                                                                 
          - Return    capital   to    shareholders   through                                                                    
             dividends and share repurchases                                                                                    
          - Manage debt                                                                                                         
        - Investment allocations are based upon the dynamic                                                                     
          industry environment including identification of                                                                      
          new investment opportunities                                                                                          
        - In the recent past, the company has completed key                                                                     
          acquisitions and new investments while reducing                                                                       
          corporate debt                                                                                                        
        - 2007 Uses of Cash are summarized in the chart                                                                         
          below                                                                                                                 
                                                                                                                                
     Financial Structure                                                                                                        
        - Current market capitalization, $144 billion                                                                           
        - Debt as of March 31, 2008, $22 billion                                                                                
        - Long-term debt, $20 billion                                                                                           
                                                                                                                                
MS. ADAIR  said while TransCanada  is primarily a  North American                                                               
service provider with  a couple of investments  in South America,                                                               
ConocoPhillips has  activities all  over the  world and  is fully                                                               
integrated in the  oil and gas market sectors.   It has chemicals                                                               
investments  and   a  fairly  significant  investment   with  DCP                                                               
Midstream - Duke ConocoPhillips; its  58,000 miles of natural gas                                                               
gathering is primarily in North America.                                                                                        
                                                                                                                                
MS. ADAIR drew attention to  statistics for year-end 2007, saying                                                               
ConocoPhillips is the third-largest  integrated energy company in                                                               
the  U.S., looking  at  factors like  market  cap, reserves,  and                                                               
production  rates.   It  is  the  fourth-largest refiner  in  the                                                               
world, with  17 refineries, primarily in  the U.S.  It  has a lot                                                               
of reserves as well.                                                                                                            
                                                                                                                                
4:00:14 PM                                                                                                                    
MS.  ADAIR   referred  to  recent  financial   reports  and  said                                                               
ConocoPhillips, like any  company, wants to grow  its asset base.                                                               
It has  been returning capital to  shareholders through dividends                                                               
and share  repurchases.  When a  company buys its own  stock back                                                               
instead of investing in projects,  that typically means its board                                                               
of  directors  feels  its  in-house   projects  and  those  being                                                               
cultivated  are better  than  current marketplace  opportunities.                                                               
ConocoPhillips  has a  pretty significant  investment in  its own                                                               
company and projects.                                                                                                           
                                                                                                                                
MS.  ADAIR  told  members  probably the  hardest  thing  for  any                                                               
company right  now is  to figure  out what to  do in  the current                                                               
marketplace.  Nobody knows if prices  will remain at $110 or $120                                                               
or whether  this is just  a blip.   Long-term planning  is tough.                                                               
Most  big companies  have  reacted  by using  oil  and gas  price                                                               
forecasts that are significantly lower than the current prices.                                                                 
                                                                                                                                
MS.  ADAIR  noted   ConocoPhillips  has  done  quite   a  bit  in                                                               
acquisitions and  new investments, paying  down its debt.   It is                                                               
looking to shore up its balance sheet some.                                                                                     
                                                                                                                                
4:02:08 PM                                                                                                                    
MS.   ADAIR  highlighted   stock  value   of  $144   billion  and                                                               
$22 billion in  debt for ConocoPhillips, of  which $20 billion is                                                               
long-term debt.  Commensurate with  the run-up in oil prices, she                                                               
said, ConocoPhillips has taken on  additional debt, likely to try                                                               
to find more oil.                                                                                                               
                                                                                                                                
MS.  ADAIR   said  because  ConocoPhillips  is   such  a  diverse                                                               
business,  there  are  lots  of  segments,  including  Lukoil,  a                                                               
Russian oil company joint  venture.  ConocoPhillips's exploration                                                               
production  and income  has driven  it for  the last  four years,                                                               
though  it was  down  a  bit in  2007;  that  happened with  many                                                               
companies as costs finally caught up with runaway oil prices.                                                                   
                                                                                                                                
MS. ADAIR said ConocoPhillips' refining  and marketing sector has                                                               
done well, also seen across the  board until this year because it                                                               
was  relatively  stable  and because  relatively  low  oil  price                                                               
refining  margins have  been strong  as demand  for products  has                                                               
increased worldwide.                                                                                                            
                                                                                                                                
MS.  ADAIR  noted ConocoPhillips'  capital  budget  for 2007  was                                                               
about $12 billion, significantly  higher than TransCanada's.  The                                                               
bulk of  it has been  in exploration and production  because lots                                                               
of  money  must  be  spent  to develop  reserves  and  there  are                                                               
worldwide operations.  Some money  is being spent on refining and                                                               
marketing.                                                                                                                      
                                                                                                                                
4:04:00 PM                                                                                                                    
MS. ADAIR turned attention to BP, slide 19, "BP Worldwide,"                                                                     
which had the following points:                                                                                                 
                                                                                                                                
     Exploration activities in 29 countries                                                                                     
                                                                                                                                
     Over 24,000 service stations worldwide                                                                                     
                                                                                                                                
     Interest in 17 crude oil refineries                                                                                        
                                                                                                                                
     Corporate Vision and Investment Philosophy                                                                                 
        - Continue to support the strong list of projects                                                                       
          under development and coming on stream                                                                                
                                                                                                                                
        - Newly delineated the business into groups to                                                                          
          emphasize the key drivers of the business                                                                             
          - Upstream                                                                                                            
          - Downstream                                                                                                          
          - Alternative Energy                                                                                                  
                                                                                                                                
        - Investments in alternative energy to provide a                                                                        
          focus  on  technology   to  support  the  existing                                                                    
          business as well as the  development of the supply                                                                    
          of low-carbon energy for the future                                                                                   
                                                                                                                                
        - Focus on evaluation of long-term strategy given                                                                       
          increased oil  prices and the trends  in the world                                                                    
          economy,  including  the   identification  of  the                                                                    
          right opportunities in a challenging marketplace                                                                      
                                                                                                                                
        - Cash flows from BP's strong asset base are                                                                            
          allowing  the company  to  increase investment  in                                                                    
          future growth and shareholder dividends                                                                               
                                                                                                                                
        - Returning cash to shareholders through dividends                                                                      
          and buybacks                                                                                                          
                                                                                                                                
          -  Increased the  quarterly dividend  (March 2008)                                                                    
             to 13.525 cents per share, compared with 10.325                                                                    
             cents per share in 2007, a 16 percent increase                                                                     
                                                                                                                                
          -  $7.5 billion  of  shares  were repurchased  for                                                                    
             cancellation in 2007                                                                                               
                                                                                                                                
MS.  ADAIR  indicated  while  ConocoPhillips   is  a  really  big                                                               
company, BP is  huge.  Such a company  has numerous opportunities                                                               
presented daily.   She said BP recently  reorganized its business                                                               
into  upstream,  downstream,   and  alternative  energy  segments                                                               
because it  believes that  investing in  the latter  could really                                                               
impact the rest of its business.                                                                                                
                                                                                                                                
MS. ADAIR  likened BP's thinking  to investing in the  NASA space                                                               
program, which results  in an enormous amount  of technology that                                                               
provides benefits in many areas.   She said BP seems to be trying                                                               
to figure out ways that  the technology in alternative energy can                                                               
help its  upstream and downstream  programs and also  enhance its                                                               
balance sheet.                                                                                                                  
                                                                                                                                
MS.  ADAIR  additionally said  that  BP  speaks  to the  task  of                                                               
determining what  to do in  the long term,  given the new  era of                                                               
oil prices,  and is  looking at  growing the  company, especially                                                               
with respect  to shareholder  dividends.  That  BP also  has been                                                               
buying  back its  stock is  another signal  that it  has lots  of                                                               
cash, but not as many good projects as desired.                                                                                 
                                                                                                                                
4:05:57 PM                                                                                                                    
MS. ADAIR  showed slides 20-21,  "BP Worldwide  Asset Portfolio,"                                                               
which  had the  following categories  and additional  details not                                                               
listed here:                                                                                                                    
                                                                                                                                
     Africa                                                                                                                     
     Asia                                                                                                                       
     Australasia                                                                                                                
     Europe                                                                                                                     
          - London is where BP's corporate headquarters are                                                                     
             located, and the UK is, therefore, a center for                                                                    
             trading, legal,  finance, and  other mainstream                                                                    
             business functions.   The  UK is  also home  to                                                                    
             three  of  BP's   major  global   research  and                                                                    
             technology groups.                                                                                                 
     North America                                                                                                              
          - Exploration and Production - The BP group is                                                                        
             the largest oil and gas producer and one of the                                                                    
             largest  gasoline   retailers  in   the  United                                                                    
             States,  and   has   significant  natural   gas                                                                    
             production in Canada                                                                                               
          - The largest non-U.S. company on the New York                                                                        
             Stock Exchange                                                                                                     
          - BP Alternative Energy business operations                                                                           
             center  -  Houston,  and   solar  manufacturing                                                                    
             facilities in the U.S.                                                                                             
          - Canadian activities focus on the production of                                                                      
             natural gas and derivatives                                                                                        
          - Exploration and production work is a core                                                                           
             aspect of BP's presence in Trinidad and Tobago                                                                     
             - where BP is a major local producer                                                                               
     South America                                                                                                              
                                                                                                                                
MS. ADAIR noted  BP has more diversity  than ConocoPhillips, with                                                               
investment  in  solar  manufacturing   in  India  and  Australia,                                                               
exploration and  production, doing the  Baku-Tbilisi-Ceyhan (BTC)                                                               
pipeline, and so on; she  emphasized the opportunities.  In North                                                               
America, there is lots of  exploration and production.  Some work                                                               
has been  done in  South America, as  TransCanada has  also done;                                                               
there BP is doing work related to chemicals and solar projects.                                                                 
                                                                                                                                
4:06:45 PM                                                                                                                    
MS.  ADAIR discussed  slide 22,  which  had a  graph labeled  "BP                                                               
Debt" and the following points:                                                                                                 
                                                                                                                                
     Financial Structure                                                                                                        
        - Current Market Capitalization, $228 billion                                                                           
        - Debt as of December 31, 2007, $31 billion                                                                             
                                                                                                                                
MS. ADAIR  noted the  graph shows  that the  trend over  time has                                                               
been  pretty stable,  although  it rose  some  in 2007,  probably                                                               
reacting to higher oil prices.                                                                                                  
                                                                                                                                
MS.  ADAIR addressed  slides 23-24,  graphs  labeled "BP  Capital                                                               
Expenditures   and  Acquisitions"   and  "BP   Operating  Segment                                                               
Profit."   She  noted that,  as seen  with ConocoPhillips,  BP is                                                               
mainly an  exploration and production company;  that's where most                                                               
of their  base revenues come  from.   They are spending  money in                                                               
those sectors to develop reserves for the long term.                                                                            
                                                                                                                                
MS. ADAIR said  BP calculates its net income  equivalent a little                                                               
differently than is done in  the U.S.  Exploration and production                                                               
dwarfs other business  segments.  In particular, BP  has had some                                                               
issues with  refining and  marketing; surmising  many legislators                                                               
heard about  the Texas City  incidents and some  refining issues,                                                               
she  said BP  is  hopeful to  have  those put  behind  it and  is                                                               
looking for less future spending in those areas.                                                                                
                                                                                                                                
4:08:08 PM                                                                                                                    
MS.  ADAIR discussed  slide 25,  "Company Financial  Comparison,"                                                               
two  graphs comparing  2007 capitalization  and also  the average                                                               
annual   capital   expenditures  (2003-2007)   for   TransCanada,                                                               
ConocoPhillips, and BP.  She  noted that total capitalization for                                                               
TransCanada was the least, whereas BP's  was highest by far.  For                                                               
capital  expenditures (CAPEX),  the  average over  the last  five                                                               
years  was  used.   As  shown,  BP  is  spending $15  billion  to                                                               
$16 billion  annually  in  its  capital  budget.    TransCanada's                                                               
capital expenditures, while  far less than the  others, have been                                                               
increasing over the entire timeframe.                                                                                           
                                                                                                                                
4:08:50 PM                                                                                                                    
MS. ADAIR turned to slides 26-27, "Risk/Reward and Potential                                                                    
Project Return," which had the following points:                                                                                
                                                                                                                                
       Assuming certain percentage of FT committed before                                                                       
     investment                                                                                                                 
                                                                                                                                
     - Revenue Risk is reduced, but not eliminated                                                                              
      - Some Revenue Upside is lost as a result of likely                                                                       
       lower overall negotiated tariff rates for FT                                                                             
       shippers                                                                                                                 
        - Some Revenue Upside is retained as uncommitted                                                                        
       operational capacity may be sold to spot shippers at                                                                     
       base tariff rates                                                                                                        
     - Some Capacity Risk may be eliminated depending upon                                                                      
       the Project Developer's final technical design                                                                           
       relative to overall system FT commitments                                                                                
     - The Project Developer still faces significant risks                                                                      
          - Construction risk - weather delays, design                                                                          
             delays, construction quality issues, material /                                                                    
             equipment availability delays, etc.                                                                                
          - Capital Cost risk - raw material costs, labor,                                                                      
             interest rate risk                                                                                                 
          - Operating Cost risk - depending upon how FT is                                                                      
             structured,   negotiated   rates   will   leave                                                                    
            operational risk with Project Developer                                                                             
          - Credit risk that is assessed based upon the                                                                         
             creditworthiness of the companies standing                                                                         
             behind the FT commitment                                                                                           
          - Regulatory risk                                                                                                     
                                                                                                                                
     Assuming no FT commitment until year 2 of operations                                                                       
                                                                                                                                
     - Not a valid reference case                                                                                               
        - The pipeline project is not likely to be built                                                                        
       without throughput commitments, therefore, the risk                                                                      
       is very, very high for any project sponsor looking                                                                       
       to proceed with development in this case                                                                                 
                                                                                                                                
     Assuming all FT sold prior to initial construction                                                                         
                                                                                                                                
       - If all of the FT capacity on the system is sold                                                                        
       prior to initial construction, revenue risk is                                                                           
       mitigated                                                                                                                
      - Capacity risk is reduced as project can be "right-                                                                      
       sized" to meet committed market demand with                                                                              
       expansion capabilities                                                                                                   
     - The Project Developer still faces significant risks                                                                      
          - Construction risk - weather delays, design                                                                          
             delays, construction quality issues, material /                                                                    
             equipment availability delays, etc.                                                                                
          - Capital Cost risk - raw material costs, labor,                                                                      
             interest rate risk                                                                                                 
          - Operating Cost risk - depending upon how FT is                                                                      
             structured,   negotiated   rates   will   leave                                                                    
            operational risk with Project Developer                                                                             
          - Credit risk that is assessed based upon the                                                                         
             creditworthiness of the companies standing                                                                         
             behind the FT commitment                                                                                           
          - Regulatory risk                                                                                                     
                                                                                                                                
MS. ADAIR elaborated.  She  said this is Muse Stancil's viewpoint                                                               
on FT and  the Alaska gas pipeline, addressing  cases they'd been                                                               
asked to consider.   For the first assumption,  that a percentage                                                               
of the FT  is committed before investment, there  is revenue risk                                                               
is for  the project owners.   The  possible loss of  some revenue                                                               
upside is  because the negotiated  rate will, for the  most part,                                                               
be constant  throughout.  What  is retained is for  capacity that                                                               
hasn't  been committed.    That can  be  committed on  negotiated                                                               
rates later or  there may be a recourse rate;  hopefully it won't                                                               
go unused.                                                                                                                      
                                                                                                                                
MS. ADAIR  said some capacity  risk may be eliminated  because of                                                               
the ability  to right-size the  pipeline; the  engineering design                                                               
may be better  because of knowing exactly what  the FT commitment                                                               
will be.   That  goes into  the thinking  for expansion  as well.                                                               
However, significant  risks still must  be dealt with,  as listed                                                               
above.   Capital  costs carry  risk  because of  inflation.   For                                                               
operating cost risk,  the negotiation is really  an allocation of                                                               
that risk on those costs going forward.                                                                                         
                                                                                                                                
MS. ADAIR  explained that  credit risk is  assessed based  on who                                                               
signs an FT commitment.  The  debt holders and, if equity must be                                                               
raised, the people  who'll invest in equity in  this project want                                                               
to  be sure  that whoever  executes those  FT contracts  can pay,                                                               
whether  they're selling  gas  or not.    Ultimately, that  means                                                               
looking  to  the producers  with  significant  balance sheets  to                                                               
backstop those FT commitments.                                                                                                  
                                                                                                                                
MS. ADAIR noted  there's ongoing regulatory risk  for a pipeline.                                                               
The regulatory  environment is  never locked  in.   For instance,                                                               
recently  there have  been pipeline  inspection rules  about more                                                               
frequent  testing and  greater degrees  of monitoring,  and there                                                               
are carbon dioxide and greenhouse gas issues.                                                                                   
                                                                                                                                
4:12:18 PM                                                                                                                    
MS. ADAIR turned  to the next assumption, no  FT commitments when                                                               
the pipeline  is built.   Noting she'd  sought input  from people                                                               
with lots  of experience  in this area,  Ms. Adair  reported that                                                               
they'd all responded  that it's not even a  valid reference case;                                                               
they  didn't   believe  the  project   would  be   built  without                                                               
throughput  commitments, and  therefore the  risk would  be very,                                                               
very high  for any  project sponsor  that looks  to proceed  on a                                                               
speculation basis.                                                                                                              
                                                                                                                                
MS. ADAIR  spoke about the final  assumption, that all the  FT is                                                               
sold  before  initial  construction.   She  said  in  that  case,                                                               
revenue risk  is pretty  much taken  care of,  assuming a  lot of                                                               
reopeners  haven't been  negotiated in  the contracts.   Capacity                                                               
risk  is reduced  significantly  because  the subscribed  volumes                                                               
will be known.   Since it will likely be  closer to construction,                                                               
there'll  be better  reserve  estimates  and production  forecast                                                               
rates; thus  a better design  can be done  to fit the  project to                                                               
the reserves that the pipeline is meant to service.                                                                             
                                                                                                                                
MS. ADAIR noted  the project developer will still  have all those                                                               
other  risks discussed  before.   That doesn't  mean the  project                                                               
developer has to carry them all  100 percent, but it is necessary                                                               
to deal with  those and think about how to  mitigate them and lay                                                               
those risks off  or allocate them to others in  order to have the                                                               
most financially successful project for the project investors.                                                                  
                                                                                                                                
4:13:45 PM                                                                                                                    
MS. ADAIR  paraphrased slide 28, "Potential  Company Investment,"                                                               
which said:                                                                                                                     
                                                                                                                                
     Evaluate  the   potential  investment  in   the  Alaska                                                                    
     Pipeline  Project  in  the context  of  each  company's                                                                    
     investment philosophy,  asset portfolio,  and financial                                                                    
     structure                                                                                                                  
       - Assess how investing in the project could impact                                                                       
          each company's financial stability                                                                                    
       - Assess the project in light of other likely                                                                            
          alternative project investments available to the                                                                      
          companies                                                                                                             
                                                                                                                                
     TransCanada                                                                                                                
     COP                                                                                                                        
     BP                                                                                                                         
                                                                                                                                
4:14:06 PM                                                                                                                    
MS. ADAIR discussed slide 29, "Potential Company Investment -                                                                   
TransCanada," which had the following points:                                                                                   
                                                                                                                                
     Financial Stability                                                                                                        
                                                                                                                                
       - In the last five years, net income has doubled                                                                         
          and  the   company  has  been  able   to  take  on                                                                    
          additional  debt, almost  doubling long-term  debt                                                                    
          in the same period                                                                                                    
                                                                                                                                
       - The company has also been able to define and                                                                           
          capture  new opportunities  that  have provided  a                                                                    
          solid foundation for new equity                                                                                       
                                                                                                                                
       - The "midstream" energy services sector has been                                                                        
          in favor with investors                                                                                               
                                                                                                                                
       - More than 60 percent of TransCanada's equity is                                                                        
          held by institutional investors                                                                                       
                                                                                                                                
          - Favor predictable, stable returns                                                                                   
                                                                                                                                
          -  Favor low risk investments for  the majority of                                                                    
             their portfolios                                                                                                   
                                                                                                                                
          -  Sometimes  take   on   medium   to  high   risk                                                                    
            investments, but do so in "small bites"                                                                             
                                                                                                                                
       - A project the size of the Alaska Gas Pipeline                                                                          
          dwarfs   cumulative   total  TransCanada   capital                                                                    
          spending in the last 5 years                                                                                          
                                                                                                                                
       - On a stand-alone basis, at today's market                                                                              
          capitalization,  taking on  this  project will  be                                                                    
          highly  leveraging to  TransCanada, both  positive                                                                    
          and   negative,   in    contrast   to   historical                                                                    
          investments                                                                                                           
                                                                                                                                
          - Would likely require raising additional equity                                                                      
                                                                                                                                
          - Would likely impact equity returns in the                                                                           
             medium-term, dependent upon project timeline                                                                       
             and cash funding needs                                                                                             
                                                                                                                                
     Relative to other TransCanada Investments                                                                                  
                                                                                                                                
       - Complements existing Canadian gas pipeline and                                                                         
          storage assets, owned by TransCanada and others                                                                       
                                                                                                                                
       - Long lead time does not provide support for near-                                                                      
          to medium-term earnings growth; TransCanada would                                                                     
          have to identify, consummate, and execute other                                                                       
          projects in the interim                                                                                               
                                                                                                                                
       - May provide needed infusion of natural gas                                                                             
          liquids into Alberta                                                                                                  
                                                                                                                                
          - Supports    expected    supply   shortfall    in                                                                    
             petrochemical feedstock                                                                                            
                                                                                                                                
          - May provide some supply to meet heavy crude                                                                         
             diluent demand                                                                                                     
                                                                                                                                
          Note:  Diluent is pentanes plus NGL used to mix                                                                       
          with heavy crude for shipment                                                                                         
                                                                                                                                
MS. ADAIR  added that  TransCanada has been  able to  capture new                                                               
opportunities  and is  growing  through  acquisition.   Investors                                                               
like  the mid-stream  sector because  of predictable  returns for                                                               
the most part, though there  might be projects such as Ravenswood                                                               
that those sorts of investors aren't  happy with.  At last check,                                                               
60 percent of  equity was held by  institutional investors, which                                                               
tend to invest in things like state employee pension funds.                                                                     
                                                                                                                                
MS.  ADAIR said  the  Alaska  project is  huge  relative to  what                                                               
TransCanada  has taken  on.   However, TransCanada  has the  core                                                               
competencies  in its  gas  businesses to  manage  a project  like                                                               
this.  If  TransCanada were a stand-alone  owner-operator for the                                                               
project today, taking  the project on would  be highly leveraging                                                               
to the company.  Also, it  will have to raise equity, and there's                                                               
a  chance that  medium-term equity  returns for  its shareholders                                                               
would  be  affected,  depending on  the  project  timeline,  cash                                                               
funding, and details for getting the project off the ground.                                                                    
                                                                                                                                
MS. ADAIR noted this  project certainly complements TransCanada's                                                               
portfolio of Canadian gas pipeline  and storage assets.  The long                                                               
lead time could be a problem  for the company, depending upon how                                                               
it's  structured, because  TransCanada has  been adding  projects                                                               
that are accretive to earnings,  adding acquisitions, and growing                                                               
the company.                                                                                                                    
                                                                                                                                
MS.  ADAIR  said   because  this  project  will   feed  into  the                                                               
TransCanada system,  as mentioned  this morning, the  infusion of                                                               
NGLs from the  Alaska gas will support a couple  of issues facing                                                               
Canadian producers  today:   petrochemical feedstock  and diluent                                                               
for heavy  crude oil.   Heavy crude oil  can be almost  like road                                                               
tar.   To get  it to  flow in pipelines,  it is  diluted, usually                                                               
with "C5" plus  heavy NGLs.  Having a ready  supply could benefit                                                               
the market in Alberta, depending  on quantities available and how                                                               
much actually makes it that far in the pipeline.                                                                                
                                                                                                                                
4:18:01 PM                                                                                                                    
REPRESENTATIVE RAMRAS gave an analogy  in the hotel business.  He                                                               
asked  about  the  scale of  TransCanada's  proposed  project  in                                                               
relation to its market capitalization,  debt, and so on, compared                                                               
with  the relative  scale for  ConocoPhillips and  BP.   He asked                                                               
Ms. Adair to  return with  a single slide,  a one-page  recap, to                                                               
demonstrate risk.                                                                                                               
                                                                                                                                
MS. ADAIR  suggested thinking  about increasing  the size  of any                                                               
business  through finding  partners to  put in  seed money.   For                                                               
instance,  if  hotel  rooms  were sold  for  10-15  years  before                                                               
commencing a building  project, the bank would loan  money on it.                                                               
As long  as there  are project  partners to  help put  the equity                                                               
seed money  in, she  said, the money  could probably  be borrowed                                                               
from the bank to do the project.                                                                                                
                                                                                                                                
REPRESENTATIVE  RAMRAS took  issue if  the hotel  rooms would  be                                                               
sold for  a fixed  cost, saying there'd  be construction  risk if                                                               
his construction  cost was unknown.   Returning to  this project,                                                               
he  surmised  this  would  cause   the  producers  to  absorb  an                                                               
inordinate amount  of risk that  would dampen the  environment in                                                               
which a business transaction could be consummated.                                                                              
                                                                                                                                
4:21:41 PM                                                                                                                    
MS.  ADAIR replied  she  believes the  negotiation  of that  rate                                                               
would come  into play for the  willing buyer or seller.   Someone                                                               
would look at what the market  would bear and what partners would                                                               
be willing  to do.  Any  developer for this project  will have to                                                               
assess  how  much equity  return  is  needed,  how much  risk  is                                                               
acceptable, and so forth.  It's not a slam-dunk.                                                                                
                                                                                                                                
MS.  ADAIR  further  responded  by  showing  slide  25,  "Company                                                               
Financial Comparison,"  two graphs comparing  2007 capitalization                                                               
and also the average annual  capital expenditures (2003-2007) for                                                               
TransCanada, ConocoPhillips, and  BP.  She noted  the first graph                                                               
depicts  enterprise value,  adding the  companies' market  equity                                                               
value to  their debt.   If this project  is presumed to  be about                                                               
$20 billion, it's below the  total market cap of TransCanada, but                                                               
certainly much lower than BP or ConocoPhillips.                                                                                 
                                                                                                                                
4:23:11 PM                                                                                                                    
REPRESENTATIVE  GARA  offered  that  this  will  be  the  biggest                                                               
project in  TransCanada's history, since  to his belief  it's the                                                               
biggest  in  North  America.    He asked  how  it  compares  with                                                               
pipelines that BP  and ConocoPhillips have built.   He also asked                                                               
Ms. Adair,  based  on  what  she   knows,  whether  she  believes                                                               
TransCanada can pull this off.                                                                                                  
                                                                                                                                
MS.  ADAIR  responded  to  the  first  question  by  saying  most                                                               
integrated  companies  like  ConocoPhillips  and  BP  have  their                                                               
exploration and  production assets  together.   Some but  not all                                                               
include their gas conditioning  plants, processing and gathering,                                                               
and  so forth  in those  same segments,  although some  companies                                                               
like Exxon have separate pipeline segments.                                                                                     
                                                                                                                                
MS. ADAIR said the tendency is  that when any large company takes                                                               
on  a megaproject,  it almost  always does  it with  partners; it                                                               
doesn't want  to take on  all the risk  in its own  portfolio for                                                               
that  one  project.    So  companies  pool  assets  -  financial,                                                               
intellectual, engineering, and so on  - and diversify the risk of                                                               
the project among all of them.                                                                                                  
                                                                                                                                
MS. ADAIR turned to whether TransCanada  can do the project.  She                                                               
opined, based on public information  review, that TransCanada has                                                               
the core  skills to  do it;  it operates  lots of  gas pipelines,                                                               
builds projects, and does things all the time.                                                                                  
                                                                                                                                
MS. ADAIR  said the sheer  size of this  project will be  big for                                                               
anybody.   Noting  she'd received  an e-mail  from BP  recruiting                                                               
engineers  to  come  to  Alaska,   she  highlighted  the  current                                                               
shortage  of  engineers that  affects  everyone.   She  surmised,                                                               
however, that by pooling interests  and working together - either                                                               
collectively  as owners  or helping  each other  because it's  in                                                               
everyone's best interests - they can do the project.                                                                            
                                                                                                                                
REPRESENTATIVE GARA asked whether this  would also be the biggest                                                               
pipeline project for the other companies.                                                                                       
                                                                                                                                
MS.  ADAIR  replied  she  hadn't searched  the  world  over,  but                                                               
suggested looking  at projects of the  same magnitude, especially                                                               
in today's  dollars.  TransCanada's mainline  system from Alberta                                                               
to the  eastern coast of Canada  has five pipelines in  the ditch                                                               
in some places,  for instance.  There are many  systems where one                                                               
was built and  then others were added, and there  are lots of big                                                               
projects.  But in one lump sum this may be the biggest.                                                                         
                                                                                                                                
4:27:09 PM                                                                                                                    
REPRESENTATIVE  SAMUELS noted  Representative Kerttula  had asked                                                               
to  hear TransCanada's  take  on  some of  the  conclusions.   He                                                               
suggested  that  would  be   appropriate  during  the  roundtable                                                               
discussion, when  TransCanada could  have its  financial analysts                                                               
available; the  same could be  done for ConocoPhillips and  BP if                                                               
they wished.                                                                                                                    
                                                                                                                                
REPRESENTATIVE  SAMUELS,   on  behalf  of   Representative  Gara,                                                               
proposed  tasking Muse  Stancil with  seeing if  there are  other                                                               
projects of this  magnitude that ConocoPhillips and  BP or others                                                               
have done and how the risk has been mitigated.                                                                                  
                                                                                                                                
REPRESENTATIVE  KERTTULA  recalled  last week  legislators  heard                                                               
from  Goldman Sachs,  whose  representatives  provided a  similar                                                               
answer about TransCanada's ability.                                                                                             
                                                                                                                                
4:28:46 PM                                                                                                                    
MS.  ADAIR discussed  slide 30,  "Potential Company  Investment -                                                               
ConocoPhillips," which said:                                                                                                    
                                                                                                                                
     Financial Stability                                                                                                        
                                                                                                                                
        - COP routinely takes on large, medium- to high-                                                                        
          risk  projects; however,  as  a large,  integrated                                                                    
          multi-national   corporation,  such   higher  risk                                                                    
          projects   are  offset   by  long-term   producing                                                                    
          reserves, midstream assets, and other investments                                                                     
                                                                                                                                
       - Approximately 80 percent of COP equity is held by                                                                      
          institutional and  mutual fund investors  that own                                                                    
          the stock because of  the corporation's ability to                                                                    
          manage such risks                                                                                                     
                                                                                                                                
       - The capital required for execution of the project                                                                      
          is  of  the  same  order  of  magnitude  as  COP's                                                                    
          current capital budget                                                                                                
                                                                                                                                
       - In any case, the financial risk of the Alaska Gas                                                                      
          Pipeline  Project will  ride on  the shoulders  of                                                                    
          those companies  that own or control  the majority                                                                    
          of the gas reserves in the state                                                                                      
                                                                                                                                
          -  Companies like [COP] are used to taking on such                                                                    
            risks in return for developing reserves                                                                             
                                                                                                                                
          -  Investors  in   companies  like   [COP]  expect                                                                    
             corporations to  take on  such risk  to develop                                                                    
             the reserves,  but also  trust the  established                                                                    
             track record  of these  companies in  assessing                                                                    
             and managing development risk                                                                                      
                                                                                                                                
     Relative to other ConocoPhillips Investments                                                                               
                                                                                                                                
       - The COP investment philosophy is based upon                                                                            
          allocation of capital                                                                                                 
                                                                                                                                
       - [That] COP has been investing in stock buybacks                                                                        
          in  the   last  couple  of  years   suggests  that                                                                    
          management views  returning recent  cash increases                                                                    
          to investors to be  more profitable than investing                                                                    
          in additional new projects                                                                                            
                                                                                                                                
       - COP likely views the Alaska Gas Pipeline Project                                                                       
          as  leveraging  and  important  to  the  company's                                                                    
          future  reserve position  as  they have  allocated                                                                    
          the initial capital to pursue  the first phases of                                                                    
          the Denali project development                                                                                        
                                                                                                                                
MS. ADAIR  explained that ConocoPhillips  and BP are  probably in                                                               
the same situation  in terms of financial stability  and how they                                                               
would view this project.  For  them, it's a way to monetize their                                                               
gas  reserves, which  is important.   They're  used to  taking on                                                               
big,  high-risk  projects.     They  do  lots   of  investing  in                                                               
exploration and  production, and exploration is  a very high-risk                                                               
business.    They  know  how  to  model  projects  like  this  to                                                               
understand the risks and to manage them.                                                                                        
                                                                                                                                
MS. ADAIR also addressed slide  31, "Potential Company Investment                                                               
- BP," which said:                                                                                                              
                                                                                                                                
     Financial Stability                                                                                                        
                                                                                                                                
       - Even larger than COP, BP is one of the largest,                                                                        
          integrated multi-national  energy corporations and                                                                    
          does  take on  medium-  to  high-risk projects  in                                                                    
          balance  with  the corporation's  total  portfolio                                                                    
          risk                                                                                                                  
                                                                                                                                
       - The capital required for execution of the project                                                                      
          is in line with BP's current capital budget                                                                           
                                                                                                                                
       - In any case, the financial risk of the Alaska Gas                                                                      
          Pipeline  Project will  ride on  the shoulders  of                                                                    
          those companies  that own or control  the majority                                                                    
          of the gas reserves in the state                                                                                      
                                                                                                                                
          -  Companies like [BP] are used to  taking on such                                                                    
            risks in return for developing reserves                                                                             
                                                                                                                                
          -  Investors  in   companies   like  [BP]   expect                                                                    
             corporations to  take on  such risk  to develop                                                                    
             the reserves,  but also  trust the  established                                                                    
             track record  of these  companies in  assessing                                                                    
             and managing development risk                                                                                      
                                                                                                                                
     Relative to other BP Investments                                                                                           
                                                                                                                                
       - Like COP, BP has also been buying back stock                                                                           
                                                                                                                                
       - BP also invests, as do most large, integrated                                                                          
          companies,  based upon  an  allocation model  that                                                                    
          considers the health of each  asset sector and the                                                                    
          ranking  of available  projects  on a  risk/return                                                                    
          basis                                                                                                                 
                                                                                                                                
       - Stock buyback typically signals board confidence                                                                       
          in the  existing asset base  and a  preference for                                                                    
          returning  recent  cash   increases  to  investors                                                                    
          rather  than  increasing   capital  spending  with                                                                    
          additional new investments                                                                                            
                                                                                                                                
4:29:23 PM                                                                                                                    
MS.   ADAIR   told   members  whereas   about   80   percent   of                                                               
ConocoPhillips' shareholders are  institutional investors, mutual                                                               
funds, and  pension-type funds, BP  has perhaps 15-20  percent of                                                               
those.   As shown on a  previous slide, capital budgets  for both                                                               
far exceed this pipeline.                                                                                                       
                                                                                                                                
MS.  ADAIR said  it's  important  to note,  however,  that on  an                                                               
annualized basis  the investment  in the pipeline  doesn't happen                                                               
in one day.   The $23.2 billion will be spent  over a long period                                                               
of time.   When looked  at that way,  it brings the  total amount                                                               
they're managing yearly to a much lower number.                                                                                 
                                                                                                                                
MS. ADAIR added that both  ConocoPhillips and BP have been buying                                                               
back their stock and paying  good dividends.  They're looking for                                                               
good investments for their shareholders.   Both have validated at                                                               
least the  study phase of  this project with the  announcement of                                                               
their capital commitments to the Denali project.                                                                                
                                                                                                                                
4:31:10 PM                                                                                                                    
SENATOR WIELECHOWSKI  recalled hearing  that the rates  of return                                                               
on the upstream  portion are much higher than the  14 percent for                                                               
the pipeline.  He asked  why these companies would spend billions                                                               
of dollars developing  something for which they get  such a lower                                                               
rate of return.                                                                                                                 
                                                                                                                                
MS. ADAIR  answered this isn't about  the pipeline to them.   The                                                               
pipeline is just the equipment they  need to get the gas from the                                                               
ground to the market.  While it  isn't true if gas is at $1.75 to                                                               
$2.00 per  MMBtu, at today's  higher market prices,  the reserves                                                               
in the ground  will likely always be worth more  to them than the                                                               
ownership interest in the pipeline.                                                                                             
                                                                                                                                
SENATOR  WIELECHOWSKI asked:   Why  wouldn't they  be happy  with                                                               
having an independent  company come in and build  the pipeline so                                                               
they  can  make the  huge  profits  that  are predicted  for  the                                                               
upstream portion?                                                                                                               
                                                                                                                                
MS. ADAIR cited  her experience operating gas  plants, oil wells,                                                               
and gas  wells in the field.   She said when  the operatorship is                                                               
turned over  to someone else,  especially someone not  as focused                                                               
on the upstream,  goals aren't always aligned.   There are issues                                                               
of  flexibility, cost  savings, and  intangibles that  a producer                                                               
wants   to  control   within  the   whole  producing   operation.                                                               
Producers  can  be  juxtaposed  to pipelines  in  terms  of  when                                                               
they're curtailed,  when maintenance is  done, and so on.   Those                                                               
issues are eliminated by being the operator of that equipment.                                                                  
                                                                                                                                
4:33:32 PM                                                                                                                    
SENATOR WIELECHOWSKI  asked what is  meant by the final  point on                                                               
the  ConocoPhillips slide,  that  the company  likely views  this                                                               
project as leveraging.                                                                                                          
                                                                                                                                
MS. ADAIR  answered that every  exploration and  production (E&P)                                                               
company  is trying  to add  reserves to  its balance  sheet.   If                                                               
there isn't a  conduit for those to get to  the marketplace, they                                                               
aren't on the balance sheet.  So companies want to monetize                                                                     
those and get them on the balance sheet as asset.                                                                               
                                                                                                                                
4:33:53 PM                                                                                                                    
SENATOR THERRIAULT asked:  In looking at the companies, did you                                                                 
pull together any information on their reserve replacement                                                                      
ratios?                                                                                                                         
                                                                                                                                
MS. ADAIR indicated Muse Stancil could get that information,                                                                    
which is readily available.                                                                                                     
                                                                                                                                
REPRESENTATIVE SAMUELS announced the meeting would reconvene at                                                                 
9:00 a.m. tomorrow morning.  SB 3001 and HB 3001 were held over.                                                                

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