Millennium Pipeline Company, L. L. C.

Original Volume No. 1

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

Original Sheet No. 606 Original Sheet No. 606

OPERATIONAL BALANCING AGREEMENT

This Operational Balancing Agreement ("Agreement") is made and entered

into to be effective as of the ______ day of ______________, 20___, by and

between Millennium Pipeline Company, L.L.C., ("Millennium") and

________________________________ ("____________"), collectively referred to

herein as the "Parties," or individually as a "Party."

W I T N E S S E T H:

WHEREAS, the parties operate certain pipeline facilities which interconnect

at the point(s) (the "Interconnection Point(s)") identified in Exhibit "A"

attached hereto;

WHEREAS, one or both Parties have entered into one or more transportation

agreements with various shippers (the "Shippers") whereby the Parties either

receive gas which the Shippers cause to be delivered at the Interconnection

Point(s) or deliver gas which the Shippers cause to be received at the

Interconnection Point(s);

WHEREAS, from time to time the aggregate quantity of gas delivered to or by

the Parties at the Interconnection Point(s) is greater or less than the

aggregate quantity of gas nominated by the Shippers and confirmed by the

Parties at the Interconnection Points, resulting in the inadvertent

overdelivery or underdelivery of gas by one Party to the other Party relative

to the Shippers' nominated quantities (the "Operational Imbalance");

WHEREAS, the Parties desire to provide for a means whereby certain actions

will be taken by them in order to prevent the occurrence of an Operational

Imbalance at the Interconnection Point(s) and to reduce or eliminate any

Operational Imbalance which may occur at the Interconnection Point(s);

NOW THEREFORE, in consideration of the mutual covenants and provisions herein

contained and subject to all of the terms, provisions and conditions herein

set forth, the Parties do hereby agree as follows: