Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

Effective Date: 02/16/2003, Docket: GT02- 35-000, Status: Effective

Third Revised Sheet No. 405A.01 Third Revised Sheet No. 405A.01 : Effective

Superseding: Second Revised Sheet No. 405A.01

GENERAL TERMS AND CONDITIONS (continued)

5. AWARD OF GENERALLY AVAILABLE CAPACITY

5.1 Open Season

Available capacity on Transporter's system will be posted on the PASSKEY

system. When a Shipper expresses interest in available capacity for a

period greater than 92 days, Transporter will post a notice on PASSKEY,

wherein it will state that Transporter will receive bids for the forward

haul or backhaul capacity in accordance with this Section 5. In

addition, Transporter may post notices on PASSKEY for the subscription of

forward haul or backhaul capacity available for any period which shall

also be subject to the terms of this Section 5. All postings made

pursuant to this Section 5.1 shall contain the type of service that is

available, the dates and duration that the service will be available, the

location of the available forward haul or backhaul capacity and/or

deliverability, any minimum terms and conditions that would be acceptable

for consideration, the relevant discount factor, the minimum bid packages

that will be considered, any minimum terms and conditions for Expired

Contract Capacity (as that term is defined in Section 5.8 of this Article

XXVIII) comparable to the minimum terms and conditions for an expansion

project pursuant to Section 5.8 below, and any other information that

Transporter determines to be relevant. All postings shall specify the

weight to be prescribed to each factor listed in the posting. At least

three (3) business days prior to the beginning of an open season,

Transporter shall post on PASSKEY the factors and their weights to be used

in any net present value (NPV) evaluation of the bids. In addition, all

postings made pursuant to this Section 5.1 shall specify the beginning and

ending dates of the Bidding Period, which shall be for a minimum of:

(a) four (4) business hours ending no later than 2:00 PM Central Clock

Time for service offering(s) of 31 days or less; or

(b) one business day for service offerings with a term of more than 31

days but not greater than 92 days; or

than 92 days but not greater than 365 days; or

(d) five (5) business days for service offerings with a term greater

than 365 days.

In addition, a posting may specify either that Transporter reserves the

right to reject any bid lower than the maximum applicable reservation

rate, or that Transporter has established minimum acceptable bids by time

period(s) for the capacity that is subject to the open season, but not

both. In the event that Transporter elects to establish minimum acceptable

bids prior to the open season, Transporter may elect not to disclose the

minimum acceptable bids at the time of posting but shall record and

maintain such bids for a period of three (3) years for validation

purposes.