Midwestern Gas Transmission Company

SECOND REVISED VOLUME NO. 1

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

Substitute Original Sheet No. 156 Substitute Original Sheet No. 156 : Effective

BALANCING AGREEMENT

(For Use by Aggregator at Delivery Points)

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 from _____________, 19__, for a primary term

of one month and shall continue thereafter on a month-to-month basis unless

cancelled by either Party upon 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-MA of Transporter's FERC Gas Tariff, 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.

ARTICLE V - DDS AND IMBALANCE CHARGES

5.1 Current Charges - Commencing upon the date of execution, the rates, charges, and

surcharges (including those for any DDS services) to be paid by Balancing Party to

Transporter shall be in accordance with Transporter's Rate Schedule LMS-MA and the

General Terms and Conditions of Transporter's FERC Gas Tariff.

5.2 Incidental Charges - Balancing Party agrees to reimburse Transporter for any

filing or similar fees, which have not been previously paid for by Balancing

Party, which Transporter incurs in rendering service hereunder.