ARTICLES OF ORGANIZATION

                                       OF

                                CST GENERAL, LLC


     The  undersigned,  being a natural  person of age  eighteen  years or more,
acting as the Sole  Organizer  of a limited  liability  company  under the Texas
Limited Liability Company Act (as the same may be amended from time to time, the
"Act"), adopts, pursuant to 1.02A(4) of the Texas Limited Liability Company Act,
the following  Articles of Organization for such limited  liability company (the
"Company").

                                   ARTICLE ONE

     The name of the limited liability company is CST General, LLC.

                                   ARTICLE TWO

     The period of  duration  of the  Company  shall be  perpetual  or until the
termination of the Company in accordance with regulations of the Company.

                                  ARTICLE THREE

     The purpose for which the Company is  organized is the  transaction  of any
and all lawful business for which limited  liability  companies may be organized
under the Texas Limited Liability Company Act.

                                  ARTICLE FOUR

     The  registered  agent  of the  limited  liability  company  shall  be:  CT
Corporation  System and the address of its registered  office in the State shall
be: c/o CT Corporation  System,  1021 Main Street,  Suite 1150,  Houston,  Texas
77002.

                                  ARTICLE FIVE

     The  limited  liability  company  will  not have  manager(s).  The name and
address of the initial member is as follows:

                     Name                          Address

            Cinergy Solutions, Inc.            139 East 4th Street
                                               Cincinnati, Ohio 45202


                                   ARTICLE SIX

     The name and address of the organizer is as follows:

                      Name                         Address

                  Cecilia Temple            139 East Fourth Street
                                            Cincinnati, OH 45202


     IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day May 2001.




                                            /s/ Cecilia Temple
                                            ------------------
                                            Cecilia Temple
                                            Sole Organizer