Midwestern Gas Transmission Company

SECOND REVISED VOLUME NO. 1

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

Substitute Original Sheet No. 140 Substitute Original Sheet No. 140 : Effective

BALANCING AGREEMENT

(For Use at Receipt Points)

3.4 Mutual Assistance Provision - In recognition that Balancing Party has a

significant amount of control over the flow of gas onto Transporter's system and

can assist in alleviating balancing problems or remedying supply deficiencies,

upon mutual agreement, Balancing Party will increase or decrease flows independent

from nominations. This agreement is subordinate to Balancing Party's contractual

obligations (as well as subject to operational constraints placed on the producers

behind the point by geological or equipment conditions). In any month such

assistance is provided to Transporter, Transporter will waive all Daily Variance

Charges amassed by Balancing Party in the month during periods when an OFO is not

in effect. The agreement to provide mutual assistance shall be at the sole

discretion of the Balancing Party and subordinate to the right of the Balancing

Party to operate its properties in a manner that constitutes prudent and efficient

operation. Any daily variance resulting from a Balancing Party's assistance

pursuant hereto shall not be considered in the calculation of such Balancing

Party's Monthly Operational Imbalance.

3.5 Operational Integrity - Nothing in this Article III shall limit Transporter's

right to take action as may be required to adjust receipts of gas in order to

alleviate conditions that threaten the integrity of its system.

ARTICLE IV - TERM

4.1 Duration of Agreement - Subject to the other termination rights provided herein,

this Agreement shall be in full force and effect from the date hereof for a

primary term of one (1) year and shall continue thereafter on a month-to-month

basis unless terminated by either Party giving thirty days prior written notice,

with the termination to be effective at the end of a calendar month.

Notwithstanding the above, if any material problems arise as a result of the

provisions of this Agreement, then the Parties will enter into good faith

negotiations to amend this Agreement to resolve such problems. If the Parties are

unable to resolve such problems as a result of such negotiations, then either

Party may terminate this Agreement upon forty-eight (48) hours' prior written

notice with the termination to be effective at the end of a calendar month.

4.2 Continuing Obligations - Following the termination of this Agreement, any

remaining Operational Imbalance shall be resolved in cash in accordance with Rate

Schedule LMS-PA of Transporter's FERC Gas Tariff Volume No. 1, unless the Parties

mutually agree otherwise.

4.3 This Agreement will terminate automatically in the event that Balancing Party

fails to pay all of the amount of any bill for service rendered by Transporter in

accordance with Transporter's General Terms and Conditions.