Dominion South Pipeline Co., LP

Original Volume No. 1

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Effective Date: 12/16/2005, Docket: CP05- 77-001, Status: Effective

Original Sheet No. 1072 Original Sheet No. 1072 : Effective

GENERAL TERMS AND CONDITIONS

PREGRANTED ABANDONMENT AND RIGHT OF FIRST REFUSAL

25.2 Right of First Refusal (Cont.)

F. Posting and Bidding Procedures for ROFR Capacity

1. When Customer retains its right to exercise its ROFR, Pipeline shall post such

capacity for bidding no earlier than one year prior to the expiration of the

Service Agreement, and the bidding period for the capacity shall be completed no

later than 60 days prior to the expiration of the Service Agreement. The capacity

shall be posted on Pipeline's Website for no less than five Business Days. Such

postings shall include the information described in GT&C Section 26.2.B.

2. Eligible bidders shall be identified in accordance with the bidding procedures

described in GT&C Section 26.3, and shall comply with and be bound by such

procedures. Pipeline shall entertain bids for all or any part of the posted ROFR

capacity.

3. Pipeline shall reject any invalid bids and evaluate and determine the best bid, if

any, for the posted ROFR capacity in accord with the standards of GT&C Section

26.4.

4. Pipeline shall notify Customer and the winning bidder in writing of the best

bid(s), within five Business Days after the close of the bid period. The notice

to Customer shall include an executable copy of a Service Agreement in the Form of

Service Agreement set forth in this Tariff and containing the matching terms. If

a competing bidder or bidders submits a bid for only a portion of Customer's

capacity subject to the ROFR, Customer must match that bid to retain the amount of

capacity to which the bid applies. To retain capacity, Customer must match the

competing bids up to the Recourse Rate applicable to the service currently being

provided under the subject Service Agreement, for the term bid by the best bidder.

In determining whether the existing Customer's bid matches the best third party

bid, Pipeline shall use the evaluation criteria specified in its posted notice

pursuant to GT&C Section 26.2, as applied to the quantity of service that Customer

elects to retain. The executed Service Agreement must be received by Pipeline

within fifteen Business Days of the date of Pipeline's best bid notification.

5. If Customer elects not to match the best bid, then such election shall constitute

an irrevocable waiver of Customer's ROFR and Pipeline shall deliver a Service

Agreement to the winning bidder for execution pursuant to the terms of GT&C

Section 26.

6. If no competing bidder submits an acceptable bid for all or part of the posted

capacity, Pipeline shall notify Customer that no acceptable bid was submitted

within five Business Days after the close of the bid period. Customer may

exercise its ROFR for all or a part of the capacity by notifying Pipeline, in

writing, that Customer agrees to continue to receive service under the current

Rate Schedule and to pay the effective maximum rates applicable to the service.

If Customer retains only part of its capacity, its rights shall be reduced in

accordance with GT&C Section 25.2.C above. Customer's notice to Pipeline must be

made within ten Business Days of the date when Customer receives Pipeline's

notification and shall also include the level of service and length of term that

Customer elects. Nothing in this paragraph shall preclude Pipeline and Customer

from agreeing to extend the Service Agreement on mutually agreeable terms.