Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

Effective Date: 07/01/2008, Docket: RP91-203-075, Status: Effective

Fifth Revised Sheet No. 408 Fifth Revised Sheet No. 408

Superseding: Fourth Revised Sheet No. 408

GENERAL TERMS AND CONDITIONS (continued)

3. Filing and Effectiveness of PCB Adjustment

Transporter's PCB Adjustment shall become effective as of July 1, 1995 as

provided in the Stipulation.

4. Revisions to PCB Adjustment

4.1 The PCB Adjustment shall remain constant during the Initial Adjustment

Period, during the First Extended Adjustment Period, during the Second

Extended Adjustment Period, during the Third Extended Adjustment Period,

during the Fourth Extended Adjustment Period and during the Fifth Extended

Adjustment Period unless the conditions in Section 4.2 apply.

4.2 Transporter shall file to revise the PCB Adjustment 30 days prior to an

effective date of July 1 in any year after 1995 if (a) Transporter's firm

Billing Determinants as of that July 1 will differ from those reflected in

the then effective PCB Adjustment by more than 10 percent or (b) based on

the currently effective PCB Adjustment, firm Billing Determinants and

balance in the Recoverable Cost/Revenue Account established pursuant to

Section 5, Transporter will fully recover all Recoverable Eligible Costs

within the 12-month period commencing that July 1. In the former instance

(Section 4.2(a)), Transporter shall file to revise the PCB Adjustment to

be effective as of the July 1 commencement date of the 12-month period to

reflect the firm Billing Determinants to be effective that July 1 and an

annual cost level of $17 million in 1992 dollars adjusted in the manner

described in Section 5.2 by using the last-established GNP Implicit Price

Deflator. In the latter instance (Section 4.2(b)), Transporter shall file

to revise the PCB Adjustment so as to minimize over-recoveries during the

12-month period. In no event shall any revised PCB Adjustment be greater

than 150 percent of the PCB Adjustment in effect on July 1, 1995.

4.3 If the PCB Adjustment is revised pursuant to Section 4.2, the revised PCB

Adjustment shall reflect the cost allocation and rate methodology

described in the Stipulation.

5. Recoverable Cost/Revenue Account

Effective as of July 1, 1995, Transporter shall establish and maintain a

Recoverable Cost/Revenue Account.

5.1(a) The initial balance in the Recoverable Cost/Revenue Account shall reflect

the cumulative difference as of June 30, 1995 between (i) the monthly

amounts of Recoverable Eligible Costs paid by Transporter prior to July 1,

1995 and (ii) a monthly revenue amount of $2.989 million plus any

recoveries from third parties as specified in