Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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Effective Date: 10/01/2003, Docket: RP00-477-007, Status: Effective

Sub Fourth Revised Sheet No. 360 Sub Fourth Revised Sheet No. 360 : Effective

Superseding: Second Revised Sheet No. 360

GENERAL TERMS AND CONDITIONS (continued)

3.4 Penalties: If a customer fails to comply with an Action Alert, it shall be

subject to a charge equal to $0.2198 each dekatherm of gas by which it

deviates from the requirements of the Action Alert. A customer will not

incur any Action Alert charges if (a) such charges would not have been

incurred but for its compliance with a Action Alert notice, (b) it can

demonstrate to Transporter's satisfaction that its noncompliance with the

Action Alert notice resulted in a benefit to the system, or (c) the volumes

subject to the Action Alert charges were traded with an offsetting imbalance

pursuant to the provisions of Rate Schedules LMS-MA and LMS-PA and the

customer can demonstrate to Transporter's satisfaction that such trade

resulted in a benefit to the system and that such trade did not result in the

customer transporting gas through the Action Alert area.

3.5 Liability of Transporter: Transporter shall not be liable for interruption or

curtailment of firm services in connection with an OFO unless the interruption

or curtailment was the direct result of Transporter's negligence or willful

misconduct. Otherwise, Transporter shall not be liable for any costs incurred

by an OFO Recipient in complying with an OFO including any damages that result

from any party failing to comply promptly and fully with an OFO. A

noncomplying party shall indemnify Transporter against any claims of

liability.

3.6 Unilateral Action: In the event (a) of non-response to an OFO, or (b) the

actions taken thereunder are insufficient to correct the system problem for

which it was issued, or (c) there is insufficient time to carry out the

procedures with respect to Action Alerts, Transporter may periodically take

unilateral action, including the curtailment of firm service, to maintain the

operational integrity of Transporter's system (or any portion thereof). For

purposes of this section, the operational integrity of Transporter's system

shall encompass the integrity of the physical system and the preservation of

physical assets and their performance (including the capability and

performance of storage fields), the overall operating performance of the

entire physical system as an entity (or any portion thereof) and the

maintenance (on a reliable and operationally sound basis) of total system

deliverability and the quality of gas delivered.

4. Critical Days: Transporter may call a Critical Day for all or part of its system

provided that the conditions specified in this Section are met. The Critical Day

shall be as localized as is reasonably practicable based on Transporter's good faith

and reasonable judgment, beginning with individual points, followed by contracts,

segments, zones and up to the entire system.

4.1 Critical Day One: In the event that Transporter determines, in its sole

discretion, that due to the existence of one or more of the conditions set

forth below, action is necessary to forestall the deterioration of operational

conditions on its system, Transporter may call a Critical Day One. The

conditions are:

(a) Transporter has allocated limited capacity pursuant to Article III,

Section 6 of the General Terms and Conditions and Shippers are in

contravention of such capacity allocation;

(b) Transporter's operational storage levels are below 10% or above 90% of

the total operational storage balance; and