Centerpoint Energy - Mississippi River

Third Revised Volume No. 1

Effective Date: 12/01/2002, Docket: RP03- 51-000, Status: Effective

Second Revised Sheet No. 321 Second Revised Sheet No. 321 : Effective

Superseding: First Revised Sheet No. 321

FORM OF

OPERATIONAL BALANCING AGREEMENT

(Continued)

Agreement is suspended as provided herein, the Parties agree to accept the

quantities nominated and confirmed for receipt and delivery by the respective

Customers at the Interconnection Point as being the actual quantity received

and delivered by such Customers during such day. Any difference between the

total actual flow and the total confirmed nomination at the Interconnection

Point for such day shall constitute an Operational Imbalance between the

Parties which will be the responsibility of the Parties to eliminate amongst

themselves pursuant to this Agreement.

Section 1.3 - Estimated meter quantities shall be used on a daily basis

during a current month to determine the estimated Operational Imbalance at the

Interconnection Point. Adjustments to actual flow will be made during such

current month as mutually agreed by the Parties to adequately control levels

of Operational Imbalances.

ARTICLE 2

IMBALANCE SETTLEMENT

Section 2.1 - The actual flow at the Interconnection Point each month

will be determined and communicated by ___________ in writing as soon as

possible but in no case later than the fifth (5th) business day of the month

following the month of activity. Actual flows shall be determined pursuant to

MRT's FERC Gas Tariff, Third Revised Volume No. l. Any Operational Imbalance

shall be corrected in a manner mutually agreed to within thirty (30) days of

the date the Operational Imbalance is agreed to in writing on the attached

Exhibit 1 or in any other form mutually agreeable to the Parties by the

authorized personnel of the Parties or within a mutually agreeable longer

period of time.

Section 2.2 - All quantities of gas hereunder, including gas received

and delivered to correct Operational Imbalances, shall be reported in thermal

units which are determined pursuant to MRT's FERC Gas Tariff, Third Revised

Volume No. 1.