Millennium Pipeline Company, L. L. C.

Original Volume No. 1

Effective Date: 12/22/2008, Docket: CP98-150-011, Status: Effective

Original Sheet No. 585 Original Sheet No. 585

FORM OF ASSIGNMENT AGREEMENT

This Assignment Agreement (Agreement) made and entered into the ___ of

___________, 20___, is by and among_____________________________________

(Replacement Shipper), and Millennium Pipeline Company, L.L.C. (Transporter).

W I T N E S S E T H:

WHEREAS, pursuant to a Release Notice complying with Section 14 of the

General Terms and Conditions of Transporter's FERC Gas Tariff, Original

Volume No. 1 (Tariff), Releasor released capacity and service rights under

its Service Agreement with Transporter or under a prior Assignment Agreement,

subject to the requirements set forth in said Section 14 and in the Release

Notice; and WHEREAS, Replacement Shipper is to be awarded all or part of

such capacity and service rights in accordance with Section 14 of

Transporter's Tariff.

NOW, THEREFORE, in consideration of the mutual covenants herein

contained, the parties agree as follows:

1. Assignment. Transporter hereby assigns to Replacement Shipper the

capacity and service rights hereinafter specified under (check one):

(a)______ Releasor's Service Agreement under the ____ Rate Schedule with

Transporter dated __________________, 20____ having Contract Number

_________________, to the extent described in Appendix A, attached hereto and

incorporated herein by reference; or

(b)_____ Releasor's Assignment Agreement by and between Releasor and

______________________________________________ pertaining to service under

Transporter's ________ Rate Schedule dated _____________________________,

20____, having Assignment Number __________________________, to the extent

described in Appendix A, attached hereto and incorporated herein by

reference.

2. Obligations of Replacement Shipper.

(a) Replacement Shipper shall be responsible for nominating and

scheduling with Transporter all service to be rendered by Transporter for the

benefit of Replacement Shipper under this Agreement.