X0202 4 2004-11-15 0 0001297067 Copano Energy, L.L.C. CPNO 0001307964 NORTHCUTT R BRUCE 2727 ALLEN PARKWAY SUITE 1200 HOUSTON TX 77019 0 1 0 0 President and COO Common Units 2004-11-15 4 J 0 42330 A 42330 D Subordinated Units 2004-11-15 4 J 0 73084 A Common Units 73084 73084 D The Common Units and Subordinated Units were issued to Mr. Northcutt in exchange for the Common Special Units and Junior Special Units previously held by Mr. Northcutt. Each Subordinated Unit is convertible into one Common Unit under the conditions described in footnote 3. The number of Common Units and Subordinated Units received by Mr. Northcutt in exchange for his Common Special Units and Junior Special Units was based on a price of $20.00 per Common Unit and Subordinated Unit. Each Subordinated Unit will convert into one Common Unit at the end of the subordination period, which will end once Copano Energy, L.L.C. meets certain financial tests, but not before December 31, 2006. These financial tests require Copano Energy, L.L.C. to have earned and paid the minimum quarterly distribution on all of its outstanding units for two consecutive four-quarter periods. R. Bruce Northcutt 2004-11-17