Midwestern Gas Transmission Company

SECOND REVISED VOLUME NO. 1

Effective Date: 05/01/2000, Docket: RP00-233-000, Status: Effective

Second Revised Sheet No. 158 Second Revised Sheet No. 158 : Superseded

Superseding: First Revised Sheet No. 158

BALANCING AGREEMENT

(For Use by Aggregator at Delivery Points)

6.5 Incorporation of Tariff - Unless otherwise stated herein, Rate Schedule LMS-MA and

the General Terms and Conditions specified in Transporter's FERC Gas Tariff are

incorporated as part of this Agreement.

6.6 Notices - Except as otherwise expressly provided in this Agreement or the General

Terms and Conditions applicable to this Agreement, any notice under this Agreement

shall be in writing and mailed to the Party's address shown on Exhibit A hereto or

such other address as either Party may designate by written notice to the other.

6.7 Conflicts - If there is any conflict or discrepancy between this Agreement and any

other Agreement between Transporter and Balancing Party with regard to allocations

of deliveries at Delivery Points, the terms of this Agreement shall govern and

control. If there is any conflict of discrepancy between this Agreement and Rate

Schedule LMS-MA, the terms of Rate Schedule LMS-MA shall govern. If there is any

conflict or discrepancy between this Agreement and the General Terms and Conditions

specified in Transporter's FERC Gas Tariff, the General Terms and Conditions shall

govern.

6.8 Except for changes specifically authorized pursuant to this Agreement, no

modification of or supplement to the terms and conditions hereof shall be or become

effective until Balancing Party has submitted a request for change through PASSKEY

and Balancing Party has been notified through PASSKEY of Transporter's agreement

to such change.

The Parties' signatures below will evidence their agreement to this Balancing Agreement.

MIDWESTERN GAS TRANSMISSION COMPANY

BY: ______________________________________

Agent and Attorney-in-Fact

Balancing Party

BY: ______________________________________

TITLE:____________________________________