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Deal toys, those colorful statuettes that commemorate the closing of an acquisition or a financing, are commonplace in executive offices at Houston’s Kinder Morgan Inc. Joseph Listengart, the company’s general counsel, has a number of them decorating his office, and a grouping sits on a sideboard in a conference room near the executive offices. The statuettes tell much of the story of Listengart’s role as vice president, general counsel and secretary of Kinder Morgan. Listengart has been at Kinder Morgan long enough to work on all but a handful of the 30 acquisitions valued at more than $6.1 billion that the deal-happy midstream energy company has completed since it was founded in 1997. He’s also worked on a number of divestitures and about 15 financings during his four years at Kinder Morgan. “We move quickly,” says Listengart, a fast-talking native of the Northeast who is quick-witted but didn’t seem totally comfortable being the center of attention during an interview and photo session. Listengart dresses casually in the Kinder Morgan style but actually wears three hats at the company. He’s vice president, general counsel and secretary of Kinder Morgan Inc., Kinder Morgan Energy Partners and Kinder Morgan Management, a trio of related public companies based in Houston that have been on a growth binge from the get-go, although in areas that avoid exposure to commodity prices. Most of the acquisitions have helped Kinder Morgan build its core pipeline businesses. While Kinder Morgan Energy Partners can trace its roots to Enron Corp., Kinder Morgan has chosen to build on conservative businesses that contrast greatly from those of Enron, which is now embroiled in the largest-ever U.S. bankruptcy after its stock price dropped and it fessed up overstating profits. Kinder Morgan companies are in the pipeline business, transporting commodities such as natural gas, jet fuel and carbon dioxide, and also have some power-generating assets. But Kinder Morgan is staying away from the flashier, but more volatile, energy trading business. “Enron is such a different company from us,” he says. “Our strategy is to own and operate midstream energy assets and to grow through efficiencies.” Kinder Morgan Energy Partners posted net income of $442.3 million in 2001, an increase of 59 percent over 2000 results. Kinder Morgan Inc. owns the general partner of Kinder Morgan Energy Partners. Kinder Morgan Management, a limited liability corporation created through an initial public offering in 2001, manages and controls the business and affairs of the partnership. AMBITIOUS GROWTH Like the 33-year-old Listengart, Kinder Morgan is relatively young. It dates back to February 1997, when Richard D. Kinder and William V. Morgan acquired all of the stock of Enron Liquids Pipeline Co., which itself was founded in 1992. Kinder had just left Enron, where he worked for more than 16 years, including a six-year stint from 1990 to 1996 as president and chief operating officer. Morgan is also the former president of three interstate natural gas companies that later became part of Enron. Kinder Morgan made six acquisitions in 1997 and 1998, four in 1999 and another 15 in 2000. While most of the acquisitions were by Kinder Morgan Energy Partners, Kinder Morgan Inc. merged in 1999 with KN Energy Inc., an integrated natural gas company, of Lakewood, Colo., in a deal valued at about $669 million. Most recently, Kinder Morgan Energy Partners announced in December 2001 it will acquire Tejas Gas LLC for about $750 million in cash. With that ambitious growth, it’s been busy days of deals, deals, deals for Listengart, who was a corporate securities lawyer at Hutchins, Wheeler & Dittmar in Boston before joining Kinder Morgan Energy Partners. Listengart says he didn’t aim to go in-house. He says he was working in Boston and came to Houston in 1998 to visit friends from his college days at Stanford University, C. Park Shaper and Michael Morgan, the son of William V. Morgan. Both were working at Kinder Morgan, and Listengart ended up interviewing for a job in the company’s legal department. Listengart says he jumped at the chance to join Kinder Morgan and work on deals in a high-level position. Initially, Listengart was a counsel at Kinder Morgan Energy Partners, hired to assist then-general counsel William Allison. Listengart became general counsel in October 1999, after Allison moved over to the operations side. When Listengart joined Kinder Morgan, he was the third lawyer on the payroll. He now heads a 17-lawyer legal department, with most of the lawyers in Houston but others in Lombard, Ill., Lakewood, Colo., and in Orange County, Calif. Listengart’s responsibilities include day-to-day administration of the legal function at Kinder Morgan — managing acquisitions, overseeing regulatory matters, handling the legal aspects of financings and setting human resources policies. He also supervises insurance and risk management at the company. In his early days at the company, when the company was smaller and it employed fewer people, Listengart says he frequently helped out in some nonlegal areas. That doesn’t happen as often anymore, Listengart says, but as a member of the management team he enjoys having some input on the business side. “You aren’t pigeonholed as the lawyer where people figure out what to do and come to the lawyer to see how to do it,” he says. DIVE RIGHT IN Listengart says he’s usually into the office by 8 a.m. at the latest and gets home by 7 p.m., unless he’s in the midst of a deal. Then, he might work late into the night. Listengart says he starts addressing his mental to-do list on the way to the office. Once he hits his desk, he starts replying to e-mails and returning phone calls. “You just dive into it and you basically field the hand grenades as they get thrown at you,” he says with a bit of relish. Listengart’s office is sandwiched between the corner office of chairman and chief executive officer Kinder and the office of president Mike Morgan. It’s also a stone’s throw from offices of William Morgan, the vice chairman, David Dehaemers Jr., vice president corporate development, and Shaper, vice president and chief financial officer. Listengart says he has daily, if not hourly, interaction with the other members of Kinder Morgan’s executive team. He says the corporate culture is informal and open. “In many ways, you almost have a big company that hasn’t forgotten how to act like a little company,” he says. Kinder says Listengart is quick to identify problems and find solutions. “I’ve always thought there are two types of lawyers. The easy way to be a lawyer is simply look at a problem, and say, ‘Oh, no, that can’t be done.’ But a really good lawyer says, ‘You can’t do it that way, but here’s a good alternative,’ ” Kinder says. “ You need to be able to be creative.” Kinder says that during negotiations Listengart tends to put issues on the table that might be overlooked. For instance, Kinder says, the general counsel makes sure the deal includes provisions for all environmental liabilities and ensures the seller takes on its share of the risk for those liabilities. Listengart is one of the five-highest paid executives at Kinder Morgan. His compensation in 2000 totaled $1,198,038, including stock options with a present value of $282,240, according to information in Kinder Morgan’s 2001 proxy statement. Listengart says Bracewell & Patterson has been Kinder Morgan’s primary outside counsel since the beginning. Partner Gregory Bopp says the relationship dates back to 1997, when Kinder Morgan Energy Partners was formed. Since the company does business in 32 other states, Listengart says he needs to hire outside counsel elsewhere in the country from time to time, but Bracewell is the go-to firm. Bopp says he works directly on all of Kinder Morgan’s transactions and has responsibility for oversight for all Kinder Morgan work at Bracewell. He says he’s become close friends with Listengart after years of working together and says Listengart is bright and hardworking. He says Listengart has assembled a team of skilled in-house lawyers. “He is able to handle a variety of tasks with a company the size of Kinder Morgan, and not only manage the process itself, but also be intimately familiar with the details of all those projects, not just in the transactional area, but all the areas — regulatory, litigation,” Bopp says. Adam Forman, a former lawyer at Akin, Gump, Strauss, Hauer & Feld, is assistant general counsel and Listengart’s big help on deals. David DeVeau, a litigator formerly from Boston, manages litigation. According to its 10k filing, Kinder Morgan is not currently facing any bet-the-company litigation. A number of suits are pending, mostly in Colorado, but Listengart says most of them came with KN Energy when it merged with Kinder Morgan in 1999. The company’s outside counsel for the litigation in Colorado is Michael Beatty, one-time general counsel of the Coastal Corp. of Houston who now practices at the Beatty Law Firm in Denver. Beatty did not return a telephone message by press time. When asked if he has any pet peeves with outside counsel, Listengart says his only gripe is with bills. “I think billing rates have gotten outrageous,” he says. Listengart is a native of Rhode Island who has a bachelor’s degree in economics from Stanford. He graduated in 1994 from law school at Boston University, where he also earned a master’s degree in business administration the next year. Listengart says his parents encouraged him to become a lawyer because they found him so good at talking and arguing. Although Listengart says he went to law school because he enjoys debating, he decided against becoming a trial lawyer. “What I like about a transaction is you’ve got a beginning [and] you’ve got a finite end out there … a win-win, all done within a relatively short timeframe. Litigation is, in many ways, the exact opposite,” he says. He gets a “real rush” doing deals, particularly when Kinder Morgan is competing with other potential bidders for a target company. Listengart works long days, but says he tries to find time to exercise. He has developed a circle of friends in Houston, and he’s engaged to be married. But, he says, work is fun. Notes Listengart, “Right now this is a heck of a place to work.”

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