Midwestern Gas Transmission Company

SECOND REVISED VOLUME NO. 1

 Contents / Previous / Next / Main Tariff Index

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

Second Revised Sheet No. 225 Second Revised Sheet No. 225 : Superseded

Superseding: First Revised Sheet No. 225

AGENCY AUTHORIZATION AGREEMENT

This Agreement is entered into on this_______day of____________________, by and

between ___________________________,("Contract Holder"), _____________________________,

("Agent") and Tennessee Gas Pipeline Company and/or Midwestern Gas Transmission Company

("Transporter").

WITNESSETH:

WHEREAS Contract Holder has rights and obligations under certain contracts with

Transporter;

WHEREAS Contract Holder has expressed its desire to transfer certain rights and

obligations, pursuant to one or more of the above referenced agreements, to Agent;

NOW THEREFORE, Contract Holder, Transporter, and Agent agree as follows:

1. Authorization: Contract Holder hereby authorizes Agent to exercise the rights

and/or perform the obligations ("Agency Functions") set forth in Exhibit A for one

or more of the contracts listed on Exhibit A and entered into between Contract

Holder and Transporter pursuant to Transporter's tariff.

Contract Holder may authorize Agent to exercise two types of Agency Functions: (i)

Party Level Functions and (ii) Contract Level Functions. The Party Level Functions

are as follows:

(a) Confirmations: Agent is authorized to confirm all nominations at all meters

on behalf of the Contract Holder;

(b) Right to Create New Contracts and Bid on Released Capacity: Agent is

authorized to enter into new contracts with Transporter on behalf of the

Contract Holder, to bid on released capacity, and to create a new contract

in the event Agent obtains the released capacity;

(c) Access to Reports: Agent is granted access to all reports regarding the

Contract Holder's Contracts; and

(d) Full Agency: Agent is authorized to perform all Agent Functions on behalf

of the Contract Holder for existing and new contracts, including nominating,

confirmations, creating new contracts, bidding on capacity release offers,

freely amending contracts (including, but not limited to, the right to change

primary points), releasing capacity, receiving billing and viewing all

reports.

Contract Holder may assign separate Party Level Functions to one or more agents (up

to a maximum of one agent per function), with the exception of Full Agency; the

Contract Holder may assign only one agent Full Agency rights.

The Contract Level Functions are as follows:

(a) Nomination Rights: pursuant to the Contracts listed on Exhibit A, Agent is

authorized to nominate on behalf of the Contract Holder quantities of gas up

to the Delegated Quantities for the Contracts and Delegated Quantities shown

on Exhibit A; provided that Contract Holder shall have the right to overrule

Agent's actions if Contract Holder timely notifies Transporter of the revised

nomination and Contract Holder specifically indicates to Transporter that

this Agency Authorization Agreement is temporarily suspended and the period

of time that such suspension shall last. Transporter shall not accept

nominations from Agent which exceed the Delegated Quantities set forth in

Exhibit A.