Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

Effective Date: 05/01/2000, Docket: RP00- 229-000, Status: Effective

Third Revised Sheet No. 333 Third Revised Sheet No. 333 : Effective

Superseding: Second Revised Sheet No. 333

GENERAL TERMS AND CONDITIONS (continued)

Bid TQ = the TQ stated in the Bid (measured in

dekatherms per day).

I = interest rate per day (which shall be the then current

maximum yield on five year U.S. Government Treasury notes

divided by 365); (Transporter will post the current

Treasury note rate on PASSKEY); and

n = the lesser of (i) term proposed by the Bidder, in days, or

(ii) 720 days.

bid or bids having the highest net revenue (NR) using the following

formula:

NR = (Bid Rate) x (Bid Term) x (Bid TQ)

where

Bid Rate = the daily charge which the Bidder has agreed to pay;

for reservation rate bids, the charge is calculated

by dividing the bid rate received from the Bidder by

30.4 days per month (average days per month in a

365-day year).

Bid Term = the term proposed by the Bidder, in days.

Bid TQ = the TQ stated in the Bid, measured in dekatherms.

(d) If a Release Request includes a Prearranged Bidder, then the released

transportation rights shall be awarded to the Prearranged Bidder (i)

if its Bid has a value, determined in accordance with Section 11.6(a),

which is equal to or higher than the highest value of the Bids

submitted by all other Bidders, or (ii) if the Prearranged Bidder

agrees to match any Bid having a higher value within the time period

provided by Section 11.7.

(e) If only one Bidder has submitted a Bid which reflects the highest

value, then the transportation rights shall be awarded to that Bidder,

subject to any Prearranged Bidder's exercise of its right of matching

as set forth above.

(f) Tie-breaking Procedures: The Releasing Shipper may specify a tie-

breaking procedure to be used in the event that two or more Bidders

have submitted Bids which reflect the same highest value, subject to

any Prearranged Bidder's exercise of its right of matching. If no tie-

breaking procedure is specified by the Releasing Shipper, the released

transportation rights will be awarded to the Bid earliest received by

Transporter.