Centerpoint Energy - Mississippi River

Third Revised Volume No. 1

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

Second Revised Sheet No. 329 Second Revised Sheet No. 329 : Effective

Superseding: First Revised Sheet No. 329

FORM OF

EMERGENCY REALLOCATION AND DIVERSION AGREEMENT

This Emergency Reallocation and Diversion Agreement (Agreement) is made

and entered into this ___________ day of ______________ by and between

______________________ (User) and _____________________ (Provider).

WHEREAS, User desires to purchase gas supplies and/or pipeline capacity

from Provider in an emergency pursuant to Section 8.4 of the General Terms and

Conditions of CenterPoint Energy - Mississippi River Transmission

Corporation's (MRT) FERC Gas Tariff, Third Revised Volume No. 1 (Tariff);

WHEREAS, Provider desires to make available to User gas supplies and/or

pipeline capacity pursuant to Section 8.4 of the General Terms and Conditions

of MRT's Tariff;

WITNESSETH, in consideration of the mutual covenants herein contained,

the parties to this Agreement agree as follows:

1. This Agreement shall become effective November 1, ____ and shall

continue until __________________.

2. Provider agrees to make available and User agrees to pay for

pipeline capacity and/or natural gas, up to the amounts set forth below if

User has a bona fide emergency, and provides an affidavit to MRT verifying

such emergency, as more fully set forth in Section 8.4 of the General Terms

and Conditions of MRT's Tariff.

[Amount of pipeline capacity and/or natural gas to be made available.]

3. User agrees to pay for each Dth of reallocated capacity and/or

diverted supply under this Agreement in accordance with MRT's Tariff.

Pursuant to MRT's Tariff, Provider will be credited with the amount paid by

User.

4. User agrees to pay Provider for damages, if any, not compensated

by the payment set forth in the Tariff.

[5. Any additional terms as agreed upon by User and Provider.]