Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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

Sub Third Revised Sheet No. 361 Sub Third Revised Sheet No. 361 : Effective

Superseding: First Revised Sheet No. 361

GENERAL TERMS AND CONDITIONS (continued)

4.6 Penalties: If a customer fails to comply with a Critical Day One, it shall be

subject to a charge equal to $5.00 plus the applicable Regional Daily Spot Price

for each dekatherm of gas by which it deviates from the requirements of the

Critical Day. Regional Spot Price means the highest spot price published in Gas

Daily for the day(s) on which, and for the region(s) in which, the Critical Day is

in effect; provided that if the Critical Day is in effect on days on which no Gas

Daily is published, the applicable price(s) reflected in the most recently

published Gas Daily shall be used in assessing the charge. If a customer fails to

comply with a Critical Day Two, it shall be subject to a charge equal to $10.00

plus the applicable Regional Daily Spot Price for each dekatherm of gas by which it

deviates from the requirements of the Critical Day. A customer will not incur any

Critical Day charges if (a) such charges would not have been incurred but for its

compliance with a Critical Day notice, (b) it can demonstrate to Transporter's

satisfaction that its noncompliance with the Critical Day notice resulted in a

benefit to the system, or (c) the volumes subject to the Critical Day 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 Critical Day area.

5. Balancing Alerts: In the event that, in Transporter's judgement, the Action Alerts under

Section 3 and Critical Days under Section 4 are not sufficient to address the situation

fully or under circumstances in which the operational integrity of the system is more

severely threatened, Transporter may issue Balancing Alerts.

5.1 Issuance of Alert: Balancing Alerts will be noticed in accord with the procedures

set forth in Section 2.3 and will be issued a minimum of eight hours prior to the

required action.

5.2 Required Actions: Balancing Alerts can be issued to effect any of the following:

(a) adjustments of transportation nominations such that their receipt and/or

delivery flow equals their scheduled quantities;

(b) restrictions on Balancing Agreements such that balancing parties will be

required to assure that their scheduled quantities equal their flows or that

receipts and deliveries fall within the tolerance level designated in the

Alert ("OFO daily tolerance");

balancing agreement to the aggregate Transportation Quantity under the firm

transportation agreements with primary delivery points at the effected

locations ("OFO daily tolerance");

(d) adjustments of hourly quantities such that the OFO Recipient must deliver and

receive gas in uniform hourly quantities.