Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

Effective Date: 12/04/2009, Docket: RP91-203-077, Status: Effective

Second Revised Sheet No. 411 Second Revised Sheet No. 411

Superseding: First Revised Sheet No. 411

GENERAL TERMS AND CONDITIONS (continued)

5.4 The revenues under Transporter's Rate Schedules IT, IS, IT-X and PAT to

be recorded in the Recoverable Cost/Revenue Account shall be computed as

prescribed in Section 6 of Transporter's Rate Schedule IT so that

recovery of the PCB Adjustment derived pursuant to this Article for each

Dth is treated as an addition to the fixed costs allocated to

interruptible services.

5.5 Not more than 60 days after this Article has been accepted by the

Commission, Transporter shall submit to the Customer Liaison Group as

defined in the Stipulation a report showing the balance in the Recoverable

Cost/Revenue Account. A similar report shall be submitted no later than

60 days following the end of each succeeding 12-month period commencing

July 1 during which the PCB Adjustment was effective.

6. Third-Party Recoveries

6.1 For purposes of this Article, Third-Party Recoveries ("TPR") shall be

recoveries received by Transporter from insurance carriers and other

third-parties that indemnify or otherwise compensate Transporter, in whole

or in part, for the types of costs covered by the Stipulation. In the

event Transporter receives recoveries from a third-party in response to a

claim related to both the types of costs covered by the Stipulation and

other types of costs, the full amount of such recoveries shall be deemed

to be TPR for purposes of this Article.

6.2 Transporter, in accordance with Sections 5.1 and 5.2, shall reflect in the

Recoverable/Cost Revenue Account 30/77 of each dollar of any TPR received

by Transporter in any month until such time as the total TPR received by

Transporter equal $77 million. Transporter shall reflect in the

Recoverable Cost/Revenue Account 60 percent of each dollar of TPR in

excess of $77 million received by Transporter.

7. Term

The PCB Adjustment shall be effective during the Initial Adjustment Period and

the First Extended Adjustment Period and shall be extended thereafter in 24-month

increments (24-Month Period) as necessary to collect additional costs to

eliminate the balance in the Recoverable Cost/Revenue Account calculated in

accordance with Section 5, to reflect additional Eligible Costs or to complete

refunds, including the payment of Interim Refunds. Within 120 days of the end of

the final 24-Month Period Transporter shall, if necessary, refund to each shipper

subject to the Stipulation an amount necessary to ensure that Transporter does

not recover more than the amounts provided under the Stipulation. Refunds will

be made first to shippers that continued to pay the