Operator Balancing Agreement

Gentlemen,
Attached for your information find an electronic version of the Operator
Balancing Agreement. John, please check over to make sure we've got all the
information filled-in correctly. If acceptable, please produce two (2)
executable documents from the electronic file, secure execution by Citizens'
management and return the partially-executed documents to TW for our approval
and execution. If you have any questions, please give me a shout.

---------------------- Forwarded by Jeffery Fawcett/ET&S/Enron on 12/12/2000
03:48 PM ---------------------------

Dale Eldridge
12/12/2000 03:37 PM
To: Jeffery Fawcett/ET&S/Enron@ENRON
cc: Dale Eldridge/ET&S/Enron@ENRON

Subject: Per your request