Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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

Sixteenth Revised Sheet No. 412 Sixteenth Revised Sheet No. 412

Superseding: Fifteenth Revised Sheet No. 412

GENERAL TERMS AND CONDITIONS (continued)

PCB Adjustment in effect after the Initial Adjustment Period until such shippers

have recovered all amounts paid pursuant to this Article after the Initial

Adjustment Period. Such refunds will be made to individual shippers pro rata,

based on the ratio of the amount actually collected under this Article from the

shipper after the Initial Adjustment Period, to the total amount collected under

this Article after the Initial Adjustment Period. Any additional refunds will be

made to all shippers that paid the PCB Adjustment in effect during the Initial

Adjustment Period. Such refunds will be made to individual shippers pro rata,

based on the ratio of the amount actually collected under this Article from the

shipper during the Initial Adjustment Period, to the total amount collected under

this Article during such period.

8. Interim Refunds

8.1 Notwithstanding the preceding requirements of this Article XXXIV,

Transporter shall make Interim Refunds to shippers of $156.6 million

("Interim Refund Amount"). The Interim Refund Amount is based on

Transporter's representation of the balance in the Recoverable Cost/Revenue

Account as of December 31, 2008, plus estimated carrying charges through

June 30, 2009, net of $10.0 million to be retained ("Retained Amount") to

apply to the shippers' share of additional Eligible Costs.

8.2 The Interim Refund Amount shall be paid to shippers in quarterly

installments over a three year period amortized at an annual interest rate

of 8 percent. The first quarterly installment will be made on July 1, 2009,

with subsequent installments paid on the first business day of each calendar

quarter thereafter over a three year period ("Interim Refund Period"). The

first six quarterly installments shall be fixed at $9.60 million each, with

the balance amortized in six equal quarterly installments such that the

annual interest rate on the balance is maintained at 8 percent throughout

the three year period, resulting in quarterly installments of $20.06 million

for each of the final six quarters.

8.3 The Interim Refund Amount will be allocated to shippers pro rata based on

surcharge collections during the PCB Adjustment Period consistent with

Section 7 above and as detailed on Exhibit B to the Amendment. Transporter

shall remit the Interim Refund Amount via wire transfer in the amounts and

to the individual shippers specified on Exhibit B to the Amendment unless

otherwise mutually agreed. In the event a shipper has not provided wire

transfer information to Transporter, Transporter shall issue shipper's

refund at its last known mailing address.

8.4 Both the Interim Refund Amount and the remaining balance of the Recoverable

Cost/Revenue Account shall be accounted for through the Recoverable

Cost/Revenue Account. At any time and from time to time during the term of

the Stipulation, Transporter may, without penalty, refund all or any portion

of the Interim Refund Amount and/or the Recoverable Cost/Revenue Account to

all shippers subject to the Stipulation, and Transporter shall be entitled

to re-determine the Interim Refund Amount consistent with Section 8.2.

8.5 Transporter shall be entitled to make Interim Refunds earlier than otherwise

required to all shippers whose allocated share of the Interim Refund Amount

as specified on Exhibit B to the Amendment does not exceed $10,000. The

early distribution of such Interim Refunds shall have no impact on the

allocation to other shippers of the remaining Interim Refund Amount or their

respective shares of any Additional Eligible Costs as defined in Section 8.6

below.

8.6 If at any time during the Interim Refund Period Transporter incurs or is

required to recognize in its financial statements, in accordance with

Generally Accepted Accounting Principles, Eligible Costs and the customers'

share of the Eligible Costs will exceed the Retained Amount of the