Centerpoint Energy - Mississippi River

Third Revised Volume No. 1

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Effective Date: 03/01/2004, Docket: RP04-152-000, Status: Effective

Second Revised Sheet No. 320 Second Revised Sheet No. 320 : Effective

Superseding: First Revised Sheet No. 320

FORM OF

OPERATIONAL BALANCING AGREEMENT

between _____________________________

and CENTERPOINT ENERGY - MISSISSIPPI RIVER TRANSMISSION CORPORATION

WHEREAS, the facilities operated by ________________________________

(" ") and by CenterPoint Energy - Mississippi River Transmission Corporation

("MRT") interconnect at the "Interconnection Point" specified on Exhibit 1

attached hereto;

WHEREAS, ___________ and MRT are parties to one or more transportation

agreements whereby both __________ and MRT either receive gas which Customers

cause to be delivered at the Interconnection Point(s) or deliver gas which

Customers cause to be received at the Interconnection Point;

WHEREAS, from time to time, the gas quantities delivered to or by

________ or MRT at the Interconnection Point may be greater or less than the

quantities nominated by Customers and confirmed by MRT and ___________,

resulting in inadvertent over- or underdeliveries relative to the Customers'

nominated quantities;

NOW, THEREFORE, __________ and MRT, ("The Parties") agree that such

over- or underdeliveries at the Interconnection Point shall be treated in the

following manner:

ARTICLE 1

SCHEDULING AND CONTROL

Section 1.1 - Prior to the first day of each month and from time to time

during the month, the Parties shall reconcile and confirm in writing (or such

other mutually agreed upon method) the nominations received by each from

Customers for whom the Parties would deliver or receive gas at the

Interconnection Point during such month. Any changes to such confirmed

nominations shall be effective only if agreed to by both parties. A summary

of the total confirmed nominations will be completed and signed by both

Parties as soon as practicable after the end of such month.

Section 1.2 - The Parties intend that the quantities actually delivered

and received each day at the Interconnection Point will equal the confirmed

nominations. On a daily basis, except for periods when this