Midwestern Gas Transmission Company

SECOND REVISED VOLUME NO. 1

Effective Date: 09/01/1993, Docket: RS92- 41-003, Status: Effective

Original Sheet No. 146 Original Sheet No. 146 : Effective

BALANCING AGREEMENT

(For Use Pursuant at Points of Delivery)

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).

Transporter and Balancing Party shall be referred to collectively herein as "Parties".

W I T N E S S E T H:

WHEREAS, Transporter transports natural gas to the delivery point(s) specified

in Exhibit A attached hereto (Delivery Point(s)) and Balancing Party receives such gas

from Transporter at such point(s); and

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

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

point(s) ("Scheduled Quantities");

WHEREAS, Transporter and Balancing Party desire to aggregate all quantities

delivered at all of the Delivery Points for balancing purposes and to allocate natural

gas delivered at Delivery Point(s) based upon Scheduled Quantities and to allocate any

difference between such Scheduled Quantities and actual deliveries at the Delivery

Point(s) ("Operational Imbalance") to this Agreement; and

WHEREAS, Transporter and Balancing Party desire to correct the Operational

Imbalances in subsequent periods in accordance with Transporter's Rate Schedule LMS-

MA; 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; and

WHEREAS, Balancing Party has elected a daily delivery quantity ("DDQ") of

_________ Dth in accord with Section 1 of Rate Schedule LMS-MA.

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

ARTICLE I - DEFINITIONS

The definitions found in Article I of Transporter's General Terms and Conditions

are incorporated herein by reference.