Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

Effective Date: 06/01/1999, Docket: RS92- 23-034, Status: Effective

Second Revised Sheet No. 165 Second Revised Sheet No. 165 : Effective

Superseding: Second Sub 1st Revised Sheet No. 165

RATE SCHEDULE FT-GS

SMALL CUSTOMER TRANSPORTATION SERVICE (continued)

2.4 Unless Shipper has elected the True-Up Payment Option as specified in Section 2.5

hereof, Transporter shall not schedule and Shipper shall not receive gas for

ultimate use in a portion of Shipper's distribution system served by Shipper's FT-

GS Delivery Point(s) utilizing any other Rate Schedule or any third party (except

to effectuate deliveries hereunder), unless and until Transporter has scheduled

(or allocated from Shipper's FS Service) the Transportation Quantity as set forth

in Shipper's FT-GS Transportation Service Agreement(s) attributable to that

portion of Shipper's distribution system. This restriction shall not apply to

Shipper's receiving gas withdrawn from third party storage, provided that such gas

was injected by Shipper in compliance with this Section 2.4; provided, further,

this restriction shall not apply to service for ultimate use by designated end

users in any portion of Shipper's distribution system served by Shipper's Delivery

Point(s); provided that separate meters are in place downstream of Shipper's

Delivery Point(s) verifying delivery of such quantities to such designated end

users. Upon the request of Transporter, Shipper shall provide a statement

verifying compliance with this Section 2.4 provision for the prior calendar year.

2.5 True-up Payment Option: Any Shipper desiring to receive IT service, released

capacity or transportation from third party pipelines, may do so on an

unrestricted basis if such Shipper:

(a) notifies Transporter of its election of this True-Up Payment Option no later

than December 1 of any year to be effective on January 1 of the following

year; and

(b) agrees to an annual FT-GS revenue responsibility based on the established

FT-GS billing determinants. If payments for gas transported under this

Rate Schedule fall short of Shipper's annual FT-GS revenue responsibility of

any year in which Shipper has elected this True-Up Payment Option ("True-Up

Payment Option Year"), Transporter shall bill Shipper for the shortfall, if

any, between payments made during the year and Shipper's revenue

responsibility.

On December 1 of the True-Up Payment Option Year, Transporter shall determine the

shortfall between payments under Rate Schedule FT-GS and Shipper's FT-GS revenue

responsibility by adding actual payments received and forecasted payments for the

remainder of the True-Up Payment Option Year, then subtracting the total from

Shipper's FT-GS revenue responsibility. On or before December 15 of the True-Up

Payment Option Year, Transporter shall bill Shipper for any shortfall. Upon

receipt of the actual payments for the remainder of the True-Up Payment Option

Year, Transporter shall credit or bill Shipper for the difference, if appropriate.

2.6 Transporter shall not be required to install, operate or maintain any additional

facilities in order to provide transportation service under this Rate Schedule.