Agreement with Transwestern

Dear Mr. Henderson:

Attached pursuant to Dave Foti's request is the Substation Maintenance
Agreement in Word format with Transwestern's proposed changes shown in
redlining. After you've had a chance to review the agreement, please feel
free to contact me with any questions or comments.

Sincerely,

Susan Scott
Counsel for Transwestern Pipeline Company
(713) 853-0596
sscott3@enron.com