<PAGE>
(1) Mr. Jackson and Cimarron Gas Companies, Inc. ("Cimarron") are parties to an
Incentive Appreciation Agreement which provides that a payment is to be
made to Mr. Jackson in cash or a combination of cash and Common Stock
(provided that no more than 40% of such amount may be Common Stock) upon
the earlier of September 30, 1997 or the date when Mr. Jackson ceases to be
an employee of Cimarron due to total and permanent disability, involuntary
termination by Cimarron without cause, or voluntary termination by Mr.
Jackson with good reason. The payment is to be equal to 5% of certain
increases above $4.1 million of Cimarron's appraised equity value on the
valuation date (as calculated in accordance with guidelines set forth in
the Incentive Appreciation Agreement) and grossed up for federal income tax
purposes.
(2) The Cimarron Incentive Appreciation Plan provides that a payment is to be
made to participants in the plan in cash or a combination of cash and
Common Stock (provided that no more than 40% of such amount may be Common
Stock) upon the earlier of September 30, 1997 or the date when such
participant ceases to be an employee of the Company due to total and
permanent disability, involuntary termination by Cimarron without cause, or
voluntary termination by such participant with good reason. The payment is
to be equal to such participant's Participation Multiplier (as assigned to
each participant under the plan) multiplied by 15% of certain increases
above $4.1 million in the appraised equity value of Cimarron on such
valuation date (as calculated in accordance with the guidelines set forth
in the plan). The aggregate of all Participation Multipliers may not be
greater than 1.0. Mr. Jackson is a participant in such plan and has a
Participation Multiplier of .846.
(3) Pursuant to the terms of the Incentive Appreciation Agreement and the
Cimarron Incentive Appreciation Plan, no payout amounts would be payable
based on the performance of Cimarron during fiscal 1993.
<TABLE>
<CAPTION>
Pension Plan Table
Years of Service
---------------------------------------------
15 Years 20 Years 25 Years 30 Years 35 Years
-------- -------- -------- -------- --------
Average Compensation:
<S> <C> <C> <C> <C> <C>
$150,000 . . . . . 36,654 48,872 61,090 73,308 85,526
175,000 . . . . . 43,029 57,372 71,715 86,058 100,401
200,000 . . . . . 49,404 65,872 82,340 98,808 115,276
225,000 . . . . . 55,779 74,372 92,965 111,558 130,151
275,000 . . . . . 68,529 91,372 114,215 137,058 159,901
325,000 . . . . . 81,279 108,372 135,465 162,558 189,651
375,000 . . . . . 94,029 125,372 156,715 188,058 219,401
425,000 . . . . . 106,779 142,372 177,965 213,558 249,151
475,000 . . . . . 119,529 159,372 199,215 239,058 278,901
525,000 . . . . . 132,279 176,372 220,465 264,558 308,651
</TABLE>
The estimated annual benefits payable at age 65 in the foregoing table are
computed on a straight-life annuity basis, although a participant can select
other methods of calculating benefits to be received under the Company's Pension
Plan and Supplemental Pension Plan. Such benefits are not subject to deduction
for Social Security or other offset amounts. The average compensation upon which
such benefits are based is the average of the participant's salary and bonuses
during the five highest-paid years within the last ten years of employment. The
applicable amounts of salaries and bonuses for the Named Officers during the
most recent fiscal year are set forth in the Summary Compensation Table. As of
September 30, 1993, Messrs. Lassiter, Bowersox, Migura and Williams had 23, 17,
18 and 19 years of credited service, respectively, under the Pension Plan. Mr.
Jackson is not a participant in the Company's Pension Plan and Supplemental
Pension Plan.
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