Midwestern Gas Transmission Company

SECOND REVISED VOLUME NO. 1

Effective Date: 09/01/1993, Docket: RS92- 41-004, Status: Effective

Substitute Original Sheet No. 137 Substitute Original Sheet No. 137 : Effective

BALANCING AGREEMENT

(For Use at Receipt Points)

This Agreement is entered into this ___________, day of _____, 19__ by and between

Midwestern Gas Transmission Company, a Delaware corporation ("Transporter") , and

________, a ________________ corporation ("Balancing Party").

W I T N E S S E T H:

WHEREAS, Transporter receives natural gas for transportation at the receipt point(s)

specified in Exhibit "A" attached hereto (Receipt Point(s));

WHEREAS, the gas actually delivered at the Receipt Point(s) is at times different

than the quantities nominated and scheduled to be transported by Transporter from those

points ("Scheduled Quantities");

WHEREAS, Transporter and Balancing Party desire to allocate the natural gas

received at the Receipt Point(s) based upon Scheduled Quantities and to allocate any

difference between such Scheduled Quantities and actual receipts at the Receipt Point(s)

(Operational Imbalance) to this Agreement;

WHEREAS, Transporter and Balancing Party desire to resolve the Operational

Imbalances in accordance with Transporter's Rate Schedule LMS-PA; and

WHEREAS, Transporter and Balancing Party desire to implement operating rules

designed to encourage conduct that maintains Transporter's system balance in a manner that

facilitates the movement of gas for transportation purposes.

NOW, THEREFORE, Transporter and Balancing Party agree as follows:

ARTICLE I - DEFINITIONS

The definitions set forth in Article I are incorporated herein by reference.

ARTICLE II - NOMINATIONS AND CONFIRMATIONS

2.1 Confirmation of Nominations - Prior to the beginning of each month this Agreement is

in effect, Balancing Party shall confirm or cause to be confirmed the quantities

nominated to be delivered by Balancing Party or for Balancing Party's account by

Transporter at the Receipt Point(s) commencing on the first day of the month

following the confirmation. Absent notice from Transporter to the contrary, such

confirmed nominations shall be scheduled by Transporter and shall become Scheduled

Quantities.