Midwestern Gas Transmission Company

SECOND REVISED VOLUME NO. 1

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

Substitute Original Sheet No. 149 Substitute Original Sheet No. 149 : Effective

BALANCING AGREEMENT

(For Use at Delivery Points)

3.3 Corrections in Subsequent Periods - As soon as practicable following the close of

each month, Transporter will send Balancing Party a statement setting forth the

accrued Daily Variances and the Monthly Operational Imbalance existing at the end

of the prior month. Any Monthly Operational Imbalance shall be corrected in cash

in accordance with Rate Schedule LMS-MA of Transporter's Tariff unless the

Parties mutually agree otherwise.

3.4 Measurement of Operational Imbalance - Any gas received or delivered pursuant to

this Agreement to correct an Operational Imbalance shall be adjusted for variation

in Btu content. Measurement of gas for all purposes shall be in accordance with

Transporter's FERC Gas Tariff.

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

right to take action as may be required to adjust deliveries 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 commensurate to that of the underlying converted sales contract at

the Delivery Point(s) (including all extension rights provided in the converted

contract) and shall continue thereafter on a month-to-month basis unless canceled

by either Party upon thirty days' prior written notice with the termination to be

effective at the end of a calendar month. Transporter shall have the right to

terminate this Agreement in the event that the Balancing Agreement between

Tennessee and Transporter is terminated. Notwithstanding the above, if any

material problem arises 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.

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-MA 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

hereunder in accord with the General Terms and Conditions of Transporter's Tariff.