Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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Effective Date: 10/01/1998, Docket: RP98-378-000, Status: Effective

Fifth Revised Sheet No. 98 Fifth Revised Sheet No. 98 : Effective

Superseding: Substitute Third Revised Sheet No. 98

RATE SCHEDULE FS

FIRM STORAGE SERVICE (continued)

5.2 The rates charged by Transporter for all gas injected into, held

in, or withdrawn from storage under this FS Rate Schedule are the

applicable maximum FS rates set forth in the Summary of Rates and

Charges in Transporter's effective FERC Gas Tariff provided,

however, Transporter has the right at any time and from time to

time to adjust the rate applicable to any service, upon notice to

Shipper, to any level not less than the minimum rates or more than

the maximum rates established for this Rate Schedule and set forth

in the Summary of Rates and Charges in Transporter's effective

FERC Gas Tariff. In the event that Transporter and Shipper agree

to establish a rate which is not subject to change and which is to

be charged for the duration of the FS Service Agreement, said rate

will be set forth in the FS Service Agreement. Transporter shall

file with the Commission the required reports of any adjustment

below the maximum rates for service under this Rate Schedule. By

mutual agreement between Transporter and Shipper, discounts may be

limited consistent with the provisions of Section 3.1 of the pro

forma service agreement applicable to this Rate Schedule FS.

5.3 Minimum Bill

The Minimum Bill for each month shall consist of the sum of all

charges set forth in Section 5 of this Rate Schedule.

5.4 Notwithstanding any provision of Transporter's effective FERC Gas

Tariff to the contrary, Transporter and Shipper may mutually agree

in writing to rates, rate components, charges, or credits for

service under this Rate Schedule that differ from those rates,

rate components, charges, or credits that are otherwise

prescribed, required, established or imposed by this Rate Schedule

or by any other applicable provision of Transporter's effective

FERC Gas Tariff. If Transporter agrees to such differing rates,

rate components, charges, or credits (referred to hereinafter and

in this Tariff as "Negotiated Rates"), then the Negotiated Rate[s]

shall be effective only for the period agreed upon by Transporter.

During such period, the Negotiated Rate shall govern and apply to

the Shipper's service and the otherwise applicable rate, rate

component, charge, or credit, which the parties have agreed to

replace with the Negotiated Rate, shall not apply to, or be

available to, the Shipper. At the end of such period, the

otherwise applicable maximum rates or charges shall govern the

service provided to Shipper. Only those rates, rate components,

charges, or credits identified by Transporter and Shipper in

writing as being superseded by a Negotiated Rate shall be

ineffective during the period that the Negotiated Rate is

effective; all other rates, rate components, charges, or credits

prescribed, required, established or imposed by this Rate Schedule

or Transporter's Tariff shall remain in effect. Transporter shall

make any filings at the FERC necessary to effectuate a Negotiated

Rate.