Columbia Gas Transmission LLC

Third Revised Volume No. 1

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Effective Date: 03/03/2009, Docket: RP09-340-000, Status: Effective

Original Sheet No. 565 Original Sheet No. 565

OPERATIONAL BALANCING AGREEMENT (Cont'd)

ARTICLE IV

OTHER AGREEMENTS

4.1 In the event that any provision of this Agreement conflicts with any provision of the Parties'

respective FERC Gas Tariffs or transportation agreements, the applicable provision of the Parties' FERC Gas

Tariffs or transportation agreements shall take precedence over the conflicting provisions of this Agreement;

provided, however, that no Party or Daily or Monthly Operational Imbalance, estimated or actual, shall be

subject to (i) a cash-in or cash-out, or (ii) an operational flow order, unless specifically provided for in

this Agreement.

ARTICLE V

NO THIRD PARTY BENEFICIARIES

5.1 This Agreement shall not create any rights in third parties, and no provision of this Agreement

shall be construed as creating any obligations for the benefit of, or rights in favor of, any person or entity

other than the Parties.

ARTICLE VI

STANDARD OF PERFORMANCE

6.1 The Parties understand and agree that performance under this Agreement shall occur only on a

good faith basis. In the event of nonperformance or noncompliance by either Party with respect to one or more

of the conditions set forth herein, such Party shall not be liable in any manner to the other Party or to any

third parties for such nonperformance or noncompliance; except that, the Parties shall be legally obligated to

reconcile any outstanding actual Operational Imbalance under this Agreement and which may exist upon termination

of this Agreement consistent with the relevant terms and conditions set forth in this Agreement.

ARTICLE VII

GOVERNING LAW

7.1 The construction and interpretation of this Agreement shall be governed by the laws of the

State of West Virginia, excluding any conflict of law rule which would refer any matter to the laws of a

jurisdiction other than the State of West Virginia.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by its duly authorized

officers to be effective as of the day and year first above written.

COLUMBIA GAS TRANSMISSION, LLC

By: _________________________________

Name: ______________________________

Date: _____________ Title: ______________________________

_____________________________________

By: _________________________________

Name: ______________________________

Date: _____________ Title: ______________________________