EX-10(p)


    
      

    

     

    Exhibit
      10(p)

    
 

     

    CAPITAL
      STOCK AGREEMENT

     

    


     

    In
      Connection With The

     

    


     

    CAPITAL
      STOCK OF CITRUS CORP.

     

    


     

    June
      30, 1986

     

    


     

    SONAT
      INC.

     

    


     

    ENRON
      CORP.

     

    


     

    HOUSTON
      NATURAL GAS CORPORATION

     

    


     

    CITRUS
      CORP.

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    TABLE
      OF
      CONTENTS

     

     

    
      	 	
              Page

            
	
              SECTION
                1 - DEFINITIONS...................................................................................................................................................................................................................................................................................

            	
              2

            
	
              SECTION
                2 - INVESTMENT
                REPRESENTATION..............................................................................................................................................................................................................................................

            	
              8

            
	
              SECTION
                3 - CAPITAL STOCK OF
                CITRUS.......................................................................................................................................................................................................................................................

            	
              8

            
	
              (a)
                Ownership and Original
                Issuance.....................................................................................................................................................................................................................................

            	
              8

            
	
              (b) Transfers
                of
                Shares Between Principals

              and Their
                Subsidiaries.....................................................................................................................................................................................................................................................

            	
               

              8

            
	
              (c) Disposition
                of
                Shares.........................................................................................................................................................................................................................................................

            	
              10

            
	
              (d)
                Sale of
                Shares......................................................................................................................................................................................................................................................................

            	
              11

            
	
              (e) Pledge
                of Shares and
                Rights under this
                Agreement....................................................................................................................................................................................................

            	
              14

            
	
              (f) Opinion
                of
                Counsel.............................................................................................................................................................................................................................................................

            	
              15

            
	
              (g) Legend
                on
                Certificates.......................................................................................................................................................................................................................................................

            	
              16

            
	
              (h) Limitations...........................................................................................................................................................................................................................................................................

            	
              16

            
	
              SECTION
                4 - BOARD OF
                DIRECTORS................................................................................................................................................................................................................................................................

            	
              17

            
	
              SECTION
                5 - CHAIRMAN OF THE
                BOARD......................................................................................................................................................................................................................................................

            	
              18

            
	
              SECTION
                6 - INFORMAL MEETINGS OF
                PRINCIPALS.................................................................................................................................................................................................................................

            	
              19

            
	
              SECTION
                7 - PERFORMANCE OF
                AGREEMENTS..........................................................................................................................................................................................................................................

            	
              19

            
	
              SECTION
                S - PRINCIPAL
                OFFICE
                OF
                CITRUS.................................................................................................................................................................................................................................................

            	
              19

            
	
              SECTION
                9 -
                AUDITORS.....................................................................................................................................................................................................................................................................................

            	
              19

            
	
              SECTION
                10
                - INSPECTION;
                BOOKS AND
                RECORDS..................................................................................................................................................................................................................................

            	
              20

            
	
              SECTION
                1l-OPERATING
                AGREEMENT..........................................................................................................................................................................................................................................................

            	
              20

            
	
              SECTION
                12 - PIPELINE
                EXPANSION..............................................................................................................................................................................................................................................................

            	
              20

            
	
              SECTION
                13 -
                FINANCING.................................................................................................................................................................................................................................................................................

            	
              21

            
	
              SECTION
                14 - VOTING SECURITIES OF THE PRINCIPALS........................................................................................................................................................................................................................

            	
              21

            
	
              SECTION
                15 - BUY-SELL
                RIGHTS.....................................................................................................................................................................................................................................................................

            	
              23

            
	
              SECTION
                16 - CHANGE OF
                CONTROL............................................................................................................................................................................................................................................................

            	
              26

            
	
              SECTION
                17 - TERM OF
                AGREEMENT............................................................................................................................................................................................................................................................

            	
              31

            
	
              SECTION
                18 -
                NOTICE.........................................................................................................................................................................................................................................................................................

            	
              32

            
	
              SECTION
                19 - GOVERNING
                LAW......................................................................................................................................................................................................................................................................

            	
              33

            
	
              SECTION
                20 -
                HEADINGS...................................................................................................................................................................................................................................................................................

            	
              33

            
	
              SECTION
                21 - SUCCESSORS
                BOUND...............................................................................................................................................................................................................................................................

            	
              33

            
	
              SECTION
                22 - NO
                WAIVER................................................................................................................................................................................................................................................................................

            	
              34

            
	
              SIGNATURES........................................................................................................................................................................................................................................................................................................

            	
              34

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    ii.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    CAPITAL
      STOCK AGREEMENT

     

    


    THIS
      AGREEMENT dated June 30, 1986, among SONAT INC. ("Sonat"),
      a Delaware corporation, ENRON CORP. ("Enron"), a Delaware
      corporation, formerly named InterNorth, Inc., HOUSTON
      NATURAL GAS CORPORATION ("HNG"), a Texas corporation and
      wholly owned subsidiary of Enron, and CITRUS CORP. ("Citrus"),
      a Delaware corporation.

     

    WITNESSETH:

     

    WHEREAS,
      Citrus has, at the date of this Agreement, an authorized capital stock of 1,000
      shares of Common Stock, $1 par
      value
      ("Common Stock"), consisting of 500 shares of Class
      A
      Common Stock ("Class A Common Stock") and 500 shares of
      Class
      B Common Stock ("Class B Common Stock"); and 

     

    WHEREAS,
      at the date of this Agreement, the shares of capital
      stock of Citrus which are issued and outstanding are 500
      shares of Class A Common Stock, which are owned and held by
      Sonat,
      and 500 shares of Class H Common Stock, which are owned
      and
      held by HNG; and

     

    WHEREAS,
      Citrus has two wholly owned subsidiaries, Florida
      Gas Transmission Company ("Florida Gas"), a Delaware corporation,
      and Florida Intrastate Pipeline Company ("Florida
      Intrastate"), a Florida corporation; and

     

    WHEREAS,
      Sonat and HNG wish to make certain representations
      in
      connection with the shares of Common Stock now owned
      by
      them; and

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    WHEREAS,
      the parties hereto wish to enter into certain agreements relating to the
      ownership and disposition of the capital
      stock of Citrus, certain business arrangements regarding
      the management of Citrus and related matters;

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants herein
      contained, the parties hereto agree as follows:

     

    
      	 	
              1.

            	
              Definitions.
                For
                the purposes of this Agreement:

            


    

     

    (a) "Affiliate"
      and "Associate" shall have the respective
      meanings ascribed to such terms in Rule 12b-2 of
      the
      General Rules and Regulations under the Securities
      Exchange Act of 1934, as amended (the "Exchange Act"),
      as
      in effect on the date of this Agreement.

     

    (b) A
      Person
      shall be deemed the "Beneficial Owner"
      of
      and shall be deemed to "beneficially own” any securities:

    (i) which
      such Person or any of such Person's Affiliates
      or Associates beneficially owns, directly
      or indirectly;

    (ii) which
      such Person or any of such Person's
      Affiliates or Associates, directly or indirectly,
      has (A) the right to acquire (whether such
      right is exercisable immediately or only after the
      passage of time) pursuant to any agreement, arrangement
      or understanding, or upon the exercise of
      

    


    2.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    conversion
      rights, exchange rights, rights, warrants
      or options, or otherwise; provided,
      however,
      that a
      Person shall not be deemed the "Beneficial Owner" of, or to "beneficially own,"
      securities
      tendered pursuant to a tender or exchange offer
      made by or on behalf of such Person or any of such
      Person's Affiliates or Associates until such tendered
      securities are accepted for purchase; or (B)
      the
      right to vote or dispose of pursuant to any agreement,
      arrangement or understanding; provided,
      however,
      that a
      Person shall not be deemed the "Beneficial
      Owner" of, or to “beneficially own," any
      security under this clause (B) as a result of an
      agreement, arrangement or understanding to vote such
      security if such agreement, arrangement or understanding
      (1) arises solely from a revocable proxy
      given to such Person in response to a public proxy
      or
      consent solicitation made pursuant to, and in
      accordance with, the applicable rules and regulations
      of the Exchange Act and (2) is not also then reportable on Schedule 13D under
      the Exchange Act
      (or
      any comparable or successor report); or

    (iii)
      which are beneficially owned, directly or
      indirectly, by any other Person (or any Affiliate or Associate thereof) with
      which such 

    


    


    


    


    3.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Person
      or
      any of
      such Person's Affiliates or Associates has
      any
      agreement, arrangement or understanding for the
      purpose of acquiring, holding, voting (except pursuant
      to a revocable proxy as described in the proviso to clause (B) of subparagraph
      (ii) of this paragraph (b)} or disposing of any securities of a Principal.

     

    (c)"Capital
      Stock" means the Common Stock and any class
      of
      capital stock of Citrus hereafter authorized and
      includes any security of Citrus convertible into such
      stock and any right to purchase or acquire any such stock
      or
      any security convertible into such stock.

     

    (d) A
      "Change
      of Control" of a Principal shall be deemed
      to
      have occurred if (i) any Person shall become the
      Beneficial Owner of securities representing 50%or more
      of
      the aggregate voting power of such Principal's outstanding Voting Securities
      or
      (ii) there shall occur a change in the composition of a majority of the Board
      of
      Directors of such Principal that shall not have received
      the prior approval of the Continuing Directors of such Principal; provided,
      however, that
      neither of the foregoing events shall be deemed to be a Change of Control
      if such event has been approved by the Continuing
      Directors of the Principal prior to such Person (or any
      Affiliate or Associate of such Person) becoming the Beneficial
      

    


    


    


    


    


    4.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Owner
      of
      20% or more of the aggregate voting power
      of
      such Principal's outstanding Voting Securities.

     

    (e)
      A
      "Continuing Director" of a Principal means each
      member of such Principal's Board of Directors as of March
      27,
      1986 and any successor of a Continuing Director
      who is recommended to succeed a Continuing Director by a majority of the
      Continuing Directors then in
      office.

     

    (f)
      "Expansion" means the construction of necessary
      pipeline, compression and appurtenant facilities to increase
      Florida Gas's capability to deliver gas along its main pipeline system,
      generally from Compressor Station
      8
      in West Baton Rouge Parish, Louisiana, to Compressor Station 20 in St. Lucie
      County, Florida, and all gas purchase, transportation and sale agreements
      relating to the increased capacity resulting from the expansion.
      Said Expansion, which may be accomplished in phases,
      is projected to be an increase in delivery capacity
      of Florida Gas's main pipeline system of approximately
      200,000 MCFD and is intended to serve existing and
      new
      customers along Florida Gas's system in peninsular Florida.

     

    (g)
      "Formula Price” shall equal the Purchase Price as
      determined in and paid pursuant to the Stock Purchase Agreement
      minus one-half of the decrease or plus one-half
      of
      the increase (as the case may be) in the Net Worth of Citrus from 

    


    


    5.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    the
      end
      of the month in which the closing referred to in the Stock Purchase Agreement
      occurs until the end of the second month preceding the closing
      referred to in Section 16.

     

    (h)
      "Net
      Worth of Citrus” means the consolidated net
      worth
      of Citrus and its subsidiaries determined in accordance
      with the generally accepted accounting principles
      followed by Citrus, applied on a consistent basis.

     

    (i)
      "Operating Agreement" means the Operating Agreement
      of even date herewith between Citrus and HNG Interstate
      Pipeline Company.

     

    (j) "Parent"
      means, with respect to a Subsidiary, its
      ultimate corporate parent, Sonat or Enron, as the case
      may
      be.

     

    (k) "Person"
      means any individual, corporation, partnership,
      joint venture, association, joint stock company,
      trust, unincorporated organization or government
      or
      any agency or political organization thereof and shall
      include any successor by merger or otherwise of such
      Person.

     

    (1)
      "Principals" means Sonat and Enron and their respective
      successors and assigns.

     

    


     

    


     

    


     

    


     

    


     

    6.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    (m) "Stock
      Purchase Agreement" means the Stock Purchase
      Agreement dated March 27, 1985 among Sonat, Enron
      and
      HNG.

     

    (n) "Subsidiary"
      means a corporation all of the voting
      shares (that is, shares entitled to vote for the election of directors, but
      excluding shares entitled so to
      vote
      only upon the happening of some contingency unless
      such contingency shall have occurred) of which shall be owned by a Principal
      or
      by one or more Subsidiaries or by a Principal and one or more
      Subsidiaries.

     

    (o) "Voting
      Securities" of a Principal means all outstanding
      securities of such Principal entitled under ordinary circumstances to vote
      for
      the election of directors.

     

    (p) “Synergy
      Agreements" means the following agreements,
      all dated of even date herewith:

    (i) Gas
      Supply Agreement between SW Trading Inc. and Florida Gas;

    (ii) Interconnection
      Agreement between South Georgia
      Natural Gas Company and Florida Gas;

    (iii) Agreement
      for the Sale and Purchase of Natural
      Gas between Southern Natural Gas Company
      ("Southern Natural") and Florida Gas; and

    (iv) Capacity
      and Expansion Agreement between
      Southern Natural and Florida Gas.

    


     

    7.



     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    2. Investment
      Representation.
      Each of
      Sonat and HNG hereby
      represents that the shares of Common Stock now owned by
      it
      have been acquired for its own account, for investment and
      not
      with a view to the distribution thereof.

     

    3. Capital
      Stock of Citrus.

     

    (a) Ownership
      and Original Issuance.
      Unless
otherwise
      agreed to by the Principals in writing and except
      as
      otherwise expressly permitted by the provisions
      of
      this Agreement, at all times during the term of this
      Agreement (i) Sonat or one of its Subsidiaries shall
      own
      100% of the Class A Common Stock and Enron or one
      of
      its Subsidiaries shall own 100% of the Class B Common
      Stock, (ii) no Capital Stock shall be issued to or
      owned
      or held by a Person who is not a Principal or a Subsidiary
      of a Principal and (iii) no Capital Stock shall
      be
      issued after the date hereof to a Subsidiary of a
      Principal unless such Subsidiary enters into an agreement
      with
      the other Principal, satisfactory in form and substance
      to such other Principal, pursuant to which it agrees
      to
      be bound by all the terms and provisions of this
      Agreement applicable to its Parent.

     

    (b) Transfers
      of Shares Between Principals and Their
      Subsidiaries.
      Notwithstanding any other provisions
      of
      this Agreement, Capital Stock issued to or owned
      or
      held by a Principal or Subsidiary thereof may be
      transferred by such Principal or Subsidiary, as the 

    


    


    8.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    case
      may
      be, to any Subsidiary of such Principal or, in the
      case
      of Capital Stock issued to or owned or held by such
      Subsidiary, to such Principal, provided that (i) all
      such
      Capital Stock shall then be held solely by such Principal or Subsidiary, (ii)
      notice of such transfer is given
      to
      the other Principal by the Principal making such
      transfer or whose Subsidiary is making such transfer,
      (iii) any Subsidiary of any Principal to which any Capital
      Stock is to be transferred enters into an agreement
      with
      the other Principal, satisfactory in form and substance to such other Principal,
      pursuant to which it agrees to be bound by all the terms and provisions of
      this
      Agreement applicable to its Parent, and (iv) prior to
      the
      occurrence of any Subsidiary which owns Capital Stock
      ceasing to be a Subsidiary of a Principal, such Subsidiary
      shall transfer and such Principal shall acquire
      all such Capital Stock.

     

    (c)
       Disposition
      of Shares.
      Neither
      Principal nor any Subsidiary of a Principal (nor any pledgee or mortgagee
      of
      a Principal or Subsidiary thereof) may directly or
      indirectly (including without limitation any sale of a
      Subsidiary that owns Capital Stock) sell or transfer or
      otherwise dispose of any Capital Stock owned or held by
      it
      except with the written consent of the other Principal
      or
      as expressly permitted by 

    


    


    


    


    


    


    9.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    this
      Section 3 or by Sections
      15 or 16 of this Agreement. No Capital Stock owned
      or
      held by either Principal or any Subsidiary of such
      Principal may be sold or transferred pursuant to the
      provisions of the following Section 3(d) unless all such
      stock held by such Principal or Subsidiary is sold and
      transferred at the same time at a fixed price, payable in cash, to a single
      purchaser, all as hereinafter provided. No Capital Stock may be offered for
      sale
      or sold
      under the provisions of Section 3(d) if the terms of
      the
      proposed sale by the Selling Principal (as hereinafter
      defined) require the proposed purchaser to undertake
      any obligations or liabilities other than payment of the purchase price in
      cash,
      the filing and prosecution
      of any necessary notices to, and applications
      for
      any necessary approvals of, regulatory authorities, and compliance with the
      provisions of this Agreement.

     

    As
      used
      herein, the term *sell, transfer or otherwise
      dispose of" does not include any transfer pursuant to
      a sale
      or lease of all or substantially all the assets
      of
      either Principal or any merger or consolidation
      of
      either Principal, provided that any transferee or
      successor (and, if applicable, the ultimate parent of any
      such
      transferee or successors) shall, by 

    


    


    


    


    10.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    agreement
      or
      operation of law, be bound by the terms and provisions of this Agreement as
      a
      Principal.

     

    (d)
       Sale
      of Shares.
      Subject
      to the limitations set
      forth
      in Section 3(h), in the event that either Principal desires to sell or cause
      to
      be sold all the Capital
      Stock owned by it or its Subsidiary to a third party
      for
      cash, such Principal or its Subsidiary (the "Selling
      Principal") shall first offer or cause to be offered
      such stock for sale to the other Principal (the Purchasing
      Principal") at the same price as that provided
      for
      in any bona fide offer received by the Selling Principal
      for the purchase of such stock which the Selling Principal is prepared to
      accept, in accordance with the
      following provisions of this Section 3(d):

    (i) The
      Selling Principal shall give notice in
      writing to the Purchasing Principal stating that the
      Selling Principal desires to sell or cause to be
      sold
      all the Capital Stock held by the Selling Principal,
      specifying the price and the party from which
      such offer has been received, offering such stock to the Purchasing Principal
      and attaching a copy
      of
      such offer.

    (ii) Within
      60
      days from the receipt of such notice,
      the Purchasing Principal shall deliver a notice
      to
      the Selling Principal stating whether the 

    


    


    


    11.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Purchasing
      Principal accepts the offer of the Selling
      Principal; if the Purchasing Principal fails to deliver such notice within
      such
      60-day period, the Purchasing
      Principal shall be deemed conclusively to
      have
      delivered a notice stating that the Purchasing Principal does not accept such
      offer.

    (iii) In
      the
      event that, within 60 days from the
      receipt of the notice of the Selling Principal referred
      to in Section 3(i) above, the Purchasing
      Principal delivers a notice to the Selling Principal
      to the effect that such Purchasing Principal
      accepts the offer of the Selling Principal, delivery
      of such notices shall constitute an agreement binding on the Selling Principal
      and the Purchasing
      Principal to sell and purchase all of the Capital
      Stock to be sold by the Selling Principal, subject
      to the approval of any regulatory authority having
      jurisdiction, at the price stated in the offer
      of
      the Selling Principal.

    (iv) If
      the
      Purchasing Principal declines the offer
      or
      fails to accept the offer of the Selling Principal
      within the period specified in Section 3(d)(ii),
      the Selling Principal shall be free until the
      expiration of the six-month period referred to in
      paragraph (v) below to sell 

    


    


    


    


    12.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    such
      Capital Stock to
      the
      purchaser at the price specified in the notice
      referred to in Section 3(d)(1), provided that
      the
      purchaser shall, before such sale, have entered into an agreement with the
      other
      Principal, in
      form
      and substance reasonably satisfactory to the
      other
      Principal, whereby such purchaser assumes the same obligations and becomes
      entitled to the same benefits as the Selling Principal under the terms of this
      Agreement.

    (v) In
      the
      event that the Selling Principal does
      not
      complete such a sale within a period of six
      months from the date upon which the Selling Principal gave notice to the
      Purchasing Principal of
      its
      desire to sell the Capital Stock, all the provisions
      of this Section 3(d) shall apply to any future
      sale or offer for sale of the Capital Stock held
      by
      the Selling Principal.

    (vi) Each
      transaction of purchase and sale pursuant
      to the foregoing provisions of this Section
      3(d)
      shall be completed by payment of the purchase
      price to the Selling Principal in immediately
      available funds against delivery of the certificates
      for the Capital Stock duly endorsed in blank, free and clear of all liens,
      claims or encumbrances
      and with requisite transfer taxes, if any,
      fully paid. Any such transaction 

    


    


    


    13.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    of
      purchase and sale pursuant to Section 3(d)(iii) shall be closed
      at
      such time and place as shall be agreed upon
      by
      the Purchasing and Selling Principals or, if
      no
      such agreement is reached, during normal business
      hours at the principal office of Citrus on the
      120th
      day following the date the Purchasing Principal
      delivers notice accepting the offer of the
      Selling Principal or, if such day shall not be a
      business day, on the first business day thereafter
      during normal business hours.

    (vii)
      In
      the event that Sonat or a Subsidiary shall
      purchase the Capital Stock owned by Enron or its
      Subsidiary pursuant to this Section 3(d), the Operating
      Agreement shall thereupon terminate. In the
      event
      that the Capital Stock owned by Enron or its
      Subsidiary shall be sold to a third party pursuant
      to
      this Section 3(d) and the Operating Agreement
      shall not be assigned to such third party, the Operating
      Agreement shall thereupon terminate. 

     

    (e)
       Pledge
      of Shares and Rights under this Agreement.
      The
      provisions of subsections (a), (c) and (d) of this Section 3 shall not apply
      to
      any pledge or mortgage by
      any
      Principal or any Subsidiary thereof of the Capital
      Stock
      owned or held by it or its rights under this 

    


    


    


    14.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Agreement
      if such pledge or mortgage is required or provided
      for under the terms of any mortgage, trust indenture
      or other agreement or amendment thereto now in effect or hereafter executed
      pursuant to which any indebtedness for borrowed money or securities of such
      Principal
      or Subsidiary may be issued and outstanding, and
      any
      such pledge or mortgage may be made at any Lime without the consent of the
      other
      Principal; provided, however,
      that any disposition of such stock upon foreclosure
      of such pledge or mortgage shall be governed by the
      provisions of this Agreement, including the provisions of subsections (c) and
      (d) of this Section 3.

     

    (f)
       Opinion
      of Counsel. The
      parties hereto understand
      that the shares of Common Stock which are owned by HNG
      and
      the shares of Common Stock which have been acquired
      by Sonat have not been and will not be registered under the Securities Act
      of
      1933 pursuant to an exemption from the registration provisions of such
Act.
      Each
      of the Principals hereby agrees (on behalf of itself and of its Subsidiaries)
      that the Common Stock which
      has
      been acquired by it and any other Capital Stock
      hereafter acquired by it pursuant to an exemption from
      the
      registration provisions of such Act shall not be
      sold,
      transferred, pledged or hypothecated unless there
      is
      furnished an opinion of counsel satisfactory to Citrus
      that 

    


    


    15.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    registration
      of such stock under such Act is not
      required. The provisions of this subsection (f) shall
      remain in effect until, in the opinion of counsel for
      Citrus, they are no longer required.

     

    (g) Legend
      on Certificates.
      As long
      as this Agreement
      shall continue in effect, the following legend shall
      be
      written, printed or stamped on all certificates for
      shares of Capital Stock: "The
      transfer of shares of stock represented by
      this
      certificate is restricted by the terms and conditions
      of an agreement dated June 30, 1986, among
      Sonat Inc., Enron Corp., Houston Natural Gas Corporation
      and Citrus Corp. A copy of said Agreement is on file at the office of Citrus
      Corp.”

     

    (h) Limitations.
      Capital
      Stock may only be sold or
      transferred pursuant to Section 3(d) if the notice referred to in Section
      3(d)(i) pursuant to which such sale
      is
      made, either to a third party or to the Purchasing
      Principal, is given by the Selling Principal to the Purchasing Principal during
      one of the following time periods: (i) the period of 180 days following the
      fifth anniversary of the date of this Agreement, (ii) the period
      of
      180 days following the tenth anniversary of the
      date
      of this Agreement, or (iii) any time after the fifteenth
      anniversary of the date of this Agreement. The
      

    


    


    


    


    16.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    limitations
      of this Section 3(h) shall not apply to any
      disposition of Capital Stock upon foreclosure of a pledge
      or
      mortgage pursuant to Section 3(e).

     

    4. Board
      of Directors.
      As
      provided in the Restated Certificate
      of Incorporation of Citrus, the holders of the Class
      A
      Common Stock shall be entitled to elect three members
      of
      the Board of Directors of Citrus, designated Class A Directors,
      and the holders of the Class B Common Stock shall be
      entitled to elect three members of the Board of Directors,
      designated Class B Directors. As provided in Article
      III of the Bylaws, any "Important Matter" (as defined
      therein) of Citrus shall be submitted to, and require
      the approval of, the Board of Directors of Citrus and
      any
      "Important Matter" of a subsidiary of Citrus shall be
      submitted to, and require the approval of, Citrus as its sole
      stockholder. The Principals acknowledge that although all
      necessary approvals by the Principals and the Boards of Directors
      of Citrus or its subsidiaries have been duly given and
      received for entering into and performing the Synergy Agreements,
      further Board approvals may be required with respect to implementation of the
      Capacity and Expansion Agreement
      in instances where Florida Gas chooses to construct expansion facilities, and
      the Interconnection Agreement. The Principals hereby agree, however, that no
      further approvals by the Principals or the Boards of Directors of Citrus
      or
      its subsidiaries are necessary for implementation of
      the
      Gas

    


    


    17.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Supply
      Agreement in accordance with its terms, the
      Agreement for Sale and Purchase of Natural Gas, and expansion
      under the Capacity and Expansion Agreement in instances
      where Southern Natural constructs such expansion facilities
      at its own cost and expense. The Principals further
      agree that without further approval of the Board of Directors of Citrus, neither
      Citrus nor its subsidiaries shall enter into any contracts with the Principals
      or their Affiliates
      or any amendment of such contracts or amend any contract
      existing on March 27, 1906 between Citrus or its subsidiaries
      on the one hand and the Principals or their Affiliates
      on the other hand except those transportation agreements
      permitted under the terms of the Bylaws; provided,
      however, that no further approvals by the Principals or
      the
      Boards of Directors of citrus or its subsidiaries are necessary
      for any action required to implement all contracts between
      Florida Gas and the Principals or their Affiliates that
      were
      in existence on March 27, 1986.

     

    5. Chairman
      of the Board.
      Enron
      shall have the right to
      nominate the first Chairman of the Board of Directors of Citrus.
      Thereafter, the right to nominate the Chairman of the
      Board
      will alternate annually between Enron and Sonat. Sonat
      and
      Enron agree to use their best efforts to cause the election of the persons
      so
      nominated.

    


    


    18.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6. Informal
      Meeting of Principals. In
      the
      event that, from
      time
      to time, the Board of Directors of Citrus shall be unable
      to
      reach agreement upon various matters submitted to it,
      the
      Principals, acting through their respective executive
      officers, shall hold informal meetings to discuss and resolve
      such matters. The Principals will seek to cause any conclusions
      arrived at during such meetings to be implemented,
      where necessary, by actions of the Board of Directors
      of Citrus.

     

    7. Performance
      of Agreements.
      Each of
      the Principals hereby
      agrees, on behalf of itself and any Subsidiary which is
      a
      stockholder of Citrus, that it or such Subsidiary will at
      all
      times vote as a stockholder of Citrus, and use all reasonable
      efforts to cause those individuals whom it or such
      Subsidiary has elected to the Board of Directors of Citrus
      to
      vote as directors of Citrus, in such a manner as to
      ensure
      that the terms and intentions of this Agreement and
      the
      Bylaws of Citrus are carried out and observed.

     

    8. Principal
      Office of Citrus.
      Citrus
      shall establish and
      maintain its principal business and operating office at the
      principal office of Enron in Houston, Texas, until such time
      as
      such principal office may be changed by the Board of Directors
      of Citrus.

     

    9. Auditors.
      The
      independent auditors for Citrus shall be
      selected by the Board of Directors of Citrus. 

     

    19.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    10. Inspection;
      Books and Records.
      Employees and agents
      of
      each principal shall have access to the pipelines and properties of Citrus
      and
      its subsidiaries at all times during normal business hours for the purpose
      of
      inspecting such
      pipelines and properties and the operations thereon. Citrus
      and its subsidiaries shall keep accurate and complete books and records and
      such
      books and records shall be available
      for inspection and review by employees and agents of
      each
      Principal at all times during normal business hours.
      Citrus shall furnish the Principals during normal business
      hours with such additional information and documents
      regarding Citrus and its subsidiaries, as the Principals
      may from time to time reasonably request. The costs
      and
      expenses incurred in connection with any inspection
      or review permitted pursuant to this Section 10 shall be borne by the Principal
      making such inspection or review.

     

    11. Operating
      Agreement.
      Sonat
      shall have the right to enforce
      the provisions of the Operating Agreement in the event
      Citrus shall fail to do so, and to select an arbitrator
      and prosecute such arbitration in accordance with the procedures
      set forth in the Operating Agreement. 

     

    12. Pipeline
      Expansion.
      The
      entire economic benefits and
      opportunities of the Expansion will be the benefits and opportunities
      of Citrus and its subsidiaries. Subject to the approval by the Board of
      Directors of Citrus of the necessary
      contracts and 

    


    


    20.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    further
      subject to receipt of any required regulatory approvals, each Principal agrees
      to provide or cause to be provided one-half of the required funds
      necessary for the Expansion, which funds for each Principal
      shall not exceed $100 millions In addition, each Principal
      or its designee, shall have the right to furnish one-half
      of the volume of natural gas required for the expansion to be provided by
      Florida Gas pursuant to certain agreements
      relating to the Expansion. 

     

    13. Financing.
      The
      Principals will cause Citrus to seek
      long-term borrowings in such amounts and on such terms as the Principals
      mutually deem most appropriate and economical, and will cause Citrus to execute
      such instruments and documents
      as may reasonably be requested in connection with such
      financing. 

     

    14. Voting
      Securities of the Principals. Each
      Principal represents and warrants that as of
      the
      date hereof neither it nor any of its Affiliates or
      Associates beneficially owns any Voting Securities of the
      other
      Principal or any options or other rights to acquire (through purchaser exchange,
      conversion or otherwise)
      any such Voting Securities.

     

    (a) Each
      principal represents and warrants that as of the date hereof neither it nor
      any
      of its Affiliates or Associates beneficially owns any Voting Securities of
      the
      other Principal or any options or other rights to acquire (through purchase,
      exchange, conversion or otherwise) any such Voting Securities. 

    


    


    21.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Enron
      agrees that, for a period of fifteen years
      from the date of this Agreement, without the prior written consent of Sonat,
      it
      will not and it will cause each
      of
      its Affiliates and Associates controlled by Enron to not, directly or
      indirectly, alone or in concert with others, (i) acquire, offer to acquire
      or
      agree to acquire, by purchase, gift or otherwise, any Voting Securities (or
      any
      options or rights to acquire, by purchase, exchange or otherwise, Voting
      Securities) of Sonat, (ii) make any proposal for or offer of any business
      combination or purchase or sale of assets involving Sonat, (iii) make, or in
      any
      way participate in, any "solicitation" of "proxies" (as such terms are used
      in
      the proxy rules of the Securities and Exchange Commission),
      or seek to advise or influence any person or
      entity
      with respect to the voting of, or giving of consents
      with respect to, any Voting Securities of Sonat,
      or
      (iv) otherwise act to seek to control or influence the management, board of
      directors, policies or
      affairs of Sonat.

     

    (c)
       Sonat
      agrees that, for a period of fifteen years
      from the date of this Agreement, without the prior written consent of Enron,
      it
      will not and it will cause each
      of
      its Affiliates and Associates controlled by Sonat
      to
      not, directly or indirectly, alone or in concert
      with
      others, (i) acquire, offer to acquire or agree to acquire, by purchase, gift
      or
      otherwise, any Voting Securities
      (or any options or rights to acquire, by purchase,
      exchange or otherwise, 

     

     

    22.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Voting
      Securities) of Enron,
      (ii) make any proposal for or offer of any business
      combination or purchase or sale of assets involving Enron,
      (iii) make, or in any way participate in, any "solicitation" of "proxies" (as
      such terms are used in the
      proxy
      rules of the Securities and Exchange Commission),
      or
      seek to advise or influence any person or entity
      with respect to the voting of, or giving of consents
      with respect to, any Voting Securities of Enron, or
      (iv)
      otherwise act to seek to control or influence the
      management, board of directors, policies or affairs of
      Enron.

     

    15.
       Buy-Sell
      Rights. (a)
      Subject to Section 15(e), after the fifteenth anniversary of the date of this
      Agreement, either Principal
      may
      offer to purchase all the Capital Stock owned by
      the
      other Principal or its Subsidiary. The Principal making
      such offer to purchase (the "Offeror") shall notify
      the other Principal (the "Offeree") of such offer to
      purchase by delivering to the Offeree a written notice
      of
      such offer (the "Buy-Sell Notice"). The Buy-Sell Notice shall (i) state the
      purchase price offered for
      such
      Capital Stock, which purchase price shall be payable
      in cash, (ii) include a certificate of the Offeror
      to the effect that the Offeror has all requisite corporate
      power and 

    


    


    


    


    23.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    authority,
      and the financial resources,
      to consummate the proposed purchase, and (iii)
      specify a business day for the consummation of the proposed
      purchase, which day shall not be less than 120 days
      nor
      more than 150 days after delivery of the Buy-Sell Notice to the
      Offeree.

     

    (b)
       Upon
      delivery of the Buy-Sell Notice, the Offeree
      shall, within 60 days thereafter, by written notice
      elect either (i) to sell to the Offeror all the Capital Stock owned by the
      Offeree or its Subsidiary ("Offeree
      Capital Stock") or (ii) to purchase from the Offeror
      all the Capital Stock owned by the Offeror or its
      Subsidiary ("Offeror Capital Stock"), in each case in cash at the purchase
      price
      stated in the Buy-Sell Notice.
      If the Offeree elects to purchase the Offeror Capital
      Stock, its notice of such election shall (i) include a certificate of the
      Offeree to the effect that the
      Offeree has all requisite corporate power and authority,
      and
      the financial resources, to consummate the proposed
      purchase, and (ii) specify a business day for the
      consummation of the proposed purchase by the Offeree,
      which day shall not be later than the day specified
      in the Buy-Sell Notice.

     

    (c)
       If
      the
      Offeree shall not have delivered a notice of its election to purchase all the
      Offeror Capital
      Stock
      by the date specified in Section 15(b), the Offeror
      shall 

    


    


    


    24.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    purchase
      from the Offeree or its Subsidiary,
      and the Offeree shall sell or cause to be sold to the
      Offeror, all the Offeree Capital Stock in accordance with the Buy-Sell Notice.
      If the Offeree shall have delivered
      a notice of its election to purchase all the Offeror Capital Stock by the date
      specified in Section 15(b)
      the
      Offeree shall purchase from the Offeror or its
      Subsidiary, and the Offeror shall sell or cause to be
      sold
      to the Offeree, all the Offeror Capital Stock in accordance
      with the Offeree's notice of election. In either
      case, such purchase and sale shall take place at the
      offices of Citrus during normal business hours on the
      business day specified in the applicable notice, and the seller shall deliver
      certificates representing all the Capital Stock owned by it to the purchaser,
      endorsed in
      blank,
      against payment therefor in immediately available
      funds, free and clear of all liens, claims or encumbrances
      and with requisite transfer taxes, if any, fully
      paid. No Capital Stock may be offered for sale or sold
      under the provisions of this Section 15(c) if the terms
      of
      the proposed sale by the Offeror require the Offeree
      to undertake any obligations or liabilities other
      than payment of the purchase price in cash, the filing
      and prosecution of any necessary notices to, and 

    


    


    


    


    


    25.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    applications
      for any necessary approvals of, regulatory authorities, and compliance with
      the
      provisions of this Agreement.
      

     

    (d) If
      all
      requisite approvals in respect of such purchase and sale shall not have been
      obtained by the specified date of such purchase and sale, despite the reasonable
      efforts of the Principals to obtain Such approvals, neither Principal shall
      be
      obligated to consummate such transactions all offers and elections made pursuant
      to this Section 15 shall be deemed to have been withdrawn,
      and this Section 15 shall continue to apply to
      subsequent offers and elections. Each Principal agrees
      to
      use all reasonable efforts to cooperate with the
      other
      Principal and Citrus in obtaining any regulatory
      approvals necessary for the purchase and sale of any
      Capital Stock pursuant to this Section 15. 

     

    (e) A
      Buy-Sell Notice may not be given pursuant to Section
      15(a) during the period of 180 days following the
      giving of a notice under Section 3(d)(i) with respect
      to a proposed sale of Capital Stock.

     

    16.
       Change
      of Control. (a)
      If a
      Principal (the "Non-Electing Principal") suffers
      a
      Change of Controls the other Principal (the "Electing Principal") shall
      thereafter have the option either to (i) purchase all the Capital Stock owned
      by
the
      

    


    


    


    


    26.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Non-Electing
      Principal or its Subsidiary (the "Non-Electing
      Principal's Shares") !or a cash purchase price equal
      to
      either (at the election of the Electing Principal)
      the
      Formula Price or the fair market value of the Non-Electing
      Principal's Shares on the last day of the month
      preceding the date on which an Election Notice (as defined
      in Section 16(b) shall be delivered pursuant to Section 16(b), as determined
      by
      an appraisal in accordance with Section 16(c), or (ii) require the
      Non-Electing
      Principal to purchase all of the shares of Capital Stock
      owned by the Electing Principal or its Subsidiary (the
      "Electing Principal's Shares") for a cash purchase price equal to either (at
      the
      election of the Electing Principal)
      the Formula Price or the fair market value of the
      Electing Principal's Shares on the last day of the month
      preceding the date on which an Election Notice (as defined
      in Section 16(b)) shall be delivered pursuant to Section
      16(b), as determined by an appraisal in accordance with Section 16(c). Either
      of
      such options shall be
      exercisable at the time and in the manner set forth in
      Section 16(b).

     

    (b)
      Each
      Principal shall give prompt written notice
      of
      any Change of Control suffered by it to the other
      Principal. If the Electing Principal desires to exercise
      either of its options under Section 16(a)(i) or Section
      16(a)(ii), the Electing Principal shall deliver a
      written
      notice of its exercise (the "Election 

    


    


    


    27.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Notice")
      to
      the
      Non-Electing Principal within 180 days after the later
      of
      (i) receipt of a written notice from the Non-Electing
      Principal of a Change of Control or (ii) the date
      on
      which the Electing Principal otherwise becomes aware
      of
      such a Change of Control. Such notice shall also
      contain am election of the method to determine the purchase
      price for the shares of Capital Stock being bought
      or
      sold. The closing of the transaction elected by
      the
      Electing Principal shall occur (A) 60 days from the
      date
      of its exercise, (B) 10 days after a final determination
      of the Formula Price or the completion of the
      appraisal of the fair market value of the shares of Capital
      Stock in accordance with Section 16(c), as the case may be, or (C) within 10
      days following the obtaining of all regulatory approvals (if any) and the
      expiration of all regulatory waiting periods (if any) necessary
      to
      complete such transaction, whichever is latest.
      The purchase price, however determined, shall be
      payable by wire transfer of immediately available funds
      at
      the closing against delivery of certificates representing
      such shares duly endorsed in blank, free and
      clear
      of all liens, claims or encumbrances and with requisite
      transfer taxes, if any, fully paid. No Capital
      Stock may be sold

    


    


    


    


    


    28.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    under
      the
      provisions of this Section
      16(b) if the terms of such sale require the proposed
      purchaser to undertake any obligations or liabilities
      other than payment of the purchase price in cash,
      the
      filing and prosecution of any necessary notices
      to, and applications for any necessary approvals of,
      regulatory authorities, and compliance with the provisions
      of this Agreement.

     

    (c
      ) If
      the
      Electing Principal elects to have an appraisal
      of the fair market value of the shares of the Capital
      Stock as permitted by Section 16(a) of this Section
      16, such fair market value shall be an amount mutually
      agreed to by the Principals' respective investment
      bankers, and the Principals agree to engage their respective
      investment bankers as promptly as practicable for
      this
      purpose. If the two investment bankers of the Principals
      have not mutually agreed to such fair market value
      within 30 days from the date the Electing Principal exercises its option
      pursuant to this Section 16, such
      investment bankers will select a third investment banker
      to
      make such fair market value determination. The
      fair
      market value determination of the third investment
      banker shall be rendered within 30 days of such investment
      banker's selection and shall be conclusive and
      binding on the Principals. Each Principal shall bear
      50%
      of the cost of employing the third investment banker.
      

    


    29.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) In
      the
      event of a dispute as to the computation
      of
      the Formula Price, the Principals shall promptly submit
      such dispute to the accounting firm which is acting
      as
      auditor for Citrus for resolution, and the determination
      by such firm shall be conclusive and binding
      on
      the Principals. Each Principal shall bear 50% of the
      cost
      of employing such firm.

     

    (e) If
      Enron
      (or any successor to Enron) sells the Capital
      Stock owned by it or its Subsidiary pursuant to this
      Section 16 (irrespective of which Principal has suffered a Change of Control),
      the Operating Agreement shall
      be
      assigned to the purchaser.

     

    (f) If
      Sonat
      (or any successor to Sonat) sells its Capital
      Stock pursuant to this Section 16 (irrespective of which Principal has suffered
      a Change of Control) and the purchase price is the Formula Price, the provisions
      of the Synergy Agreements with respect to future rights of expansion and other
      rights of Sonat or its Affiliates in
      such
      Synergy Agreements which have not been implemented
      will thereupon terminate, but in other respects the Synergy Agreements and
      other
      agreements which have been
      implemented pursuant thereto will continue in full force
      and
      effect.

    


    


    


    


    


    


    30.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (g)
      If
      Sonat (or any successor to Sonat) sells its Capital
      Stock pursuant to this Section 16 (irrespective of which Principal has suffered
      a Change of Control) and the
      purchase price is as determined by appraisal, the provisions
      of the Synergy Agreements and other agreements
      which have been implemented pursuant thereto will continue
      in full force and effect without modification.

     

    17.
       Term
      of Agreement.
      This
      Agreement shall continue in
      effect
      for an initial term of 15 years from the date of this
      Agreement (unless prior to such date one Principal shall
      have purchased all of the Capital Stock of the other Principal
      pursuant to the other provisions hereof) and thereafter
      for so long as the Capital Stock of Citrus shall be
      held
      by two Principals or Subsidiaries thereof. Termination
      of
      this Agreement prior to such 15 year term shall not affect the obligations
      of
      Sonat and Enron in Section 14 of this
      Agreement, which shall continue in full force and effect
      for the remainder of such 15 year period. In the event
      that a Principal shall sell its Capital Stock pursuant to
      Section 3, such selling Principal shall cease to be a Principal
      within the 

    


    


    31.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    meaning
      of this Agreement and shall no longer
      be
      bound by the provisions of this Agreement (except, in
      the
      case of Sonat or Enron, for its continuing obligations
      under Section 14).

     

    18.  Notice.
      Any
      notice, request, instruction, correspondence
      or other document to be given hereunder by either party
      to
      the other (herein collectively called "Notice) shall
      be
      in writing and delivered personally or mailed by certified
      mail, postage prepaid and return receipt requested,
      or by telegram or telecopier, as follows:

     

    To
      Sonat:

    Sonat
      Inc.

       
      1900 Fifth Avenue North First National - Southern Natural
      Bldg.

    Birmingham,
      Alabama 35203

    Attention:
      President 

    Telecopier:
      205-325-7490

    To
      Enron:

    Enron
      Corp.

    1200
      Travis Street Houston,
      Texas 77002

    Attention:
      President

    Telecopier:
      713-654-6301

    To
      HNG:

    Houston
      Natural Gas Corporation

    1200
      Travis Street

    Houston,
      Texas 77002

    Attention:
      President

    Telecopier:
      713-654-6301

    To
      Citrus:

    Citrus
      Corp.

    1200
      Travis Street

    Houston,
      Texas 77002

    Attention
      President

    Telecopier:
      713-654-6301

    


    


    


    32.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Notice
      given by personal delivery or mail shall be effective upon
      actual receipt. Notice given by telegram or telecopier shall be effective upon
      actual receipt if received during the recipient's normal business hours, or
      at
      the beginning of
      the
      recipient's next business day after receipt if not received
      during the recipient's normal business hours. All Notices
      by telegram or telecopier shall be confirmed promptly
      after transmission in writing by certified mail or personal
      delivery. Any party may change any address to which
      Notice is to be given to it by giving Notice as provided
      above of such change of address. 

     

    19. Governing
      Law.
      The
      provisions of this Agreement and
      the
      documents delivered pursuant hereto shall be governed
      by and construed in accordance with the laws of the State
      of
      Delaware (excluding any conflicts-of-law rule or principle
      that might refer same to the laws of another jurisdiction),
      except to the extent that same are mandatorily
      subject to the laws of another jurisdiction pursuant to
      the
      laws of such other jurisdiction. 

     

    20. Headings.
      The
      headings of the several Sections herein
      are inserted for convenience of reference only and are
      not
      intended to be a part of or to affect the meaning or interpretation of this
      Agreement. 

     

    21. Successors
      Bound.
      Except
      as set forth herein, this Agreement may 

    33.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    not
      be
      assigned by any party without the consent
      of
      the other parties. Subject to the foregoing, this Agreement
      shall be binding upon and inure to the benefit of the
      Parties and their respective successors and assigns.

     

    22.
       No
      Waiver. No
      modification or waiver of this Agreement
      shall be binding unless executed in writing by the party
      to
      be bound thereby. No waiver of any of the provisions
      of
      this Agreement shall be deemed or shall constitute a
      waiver
      of any other provision hereof (regardless of whether
      similar), nor shall any such waiver constitute a continuing
      waiver unless otherwise expressly provided.

     

    IN
      WITNESS WHEREOF, Sonat, Enron, HNG and Citrus have caused
      this Agreement to be signed in multiple originals by their respective officers
      thereunto duly authorized all as of
      the
      date first above written.

    


     

    


     

    SONAT
      INC.

     

    


    By
      /s/William
      A. Smith 

    Vice
      President and

    General
      Counsel

     

    


     

    ENRON
      CORP.

     

    


    By /s/Richard
      D. Kinder 

    Executive
      Vice President

    Law
      and
      Corporate Development

     

    


     

    


     

    34.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    HOUSTON
      NATURAL GAS CORPORATION

     

    


    By
      /s/Gary
      W. Orloff  

    Vice
      President and 

    Associate
      General Counsel

     

    


     

    


     

    CITRUS
      CORP.

     

    


    By
      /s/James
      E. Rogers 

    President
      and Chief

    Operating
      Officer

    


     

    


     

    GWO/778

     

    


     

     

     

    


     

    35.