Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

Effective Date: 11/03/2001, Docket: RP02- 17-000, Status: Effective

Original Sheet No. 574N Original Sheet No. 574N : Effective

INCREMENTAL LATERAL TRANSPORTATION AGREEMENT

(For Use By Replacement Shipper Under Rate Schedule FT-IL) continued

ARTICLE XIV

MISCELLANEOUS

14.1 THE INTERPRETATION AND PERFORMANCE OF THIS CONTRACT SHALL BE IN ACCORDANCE WITH

AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO DOCTRINES

GOVERNING CHOICE OF LAW.

14.2 If any provision of this Agreement is declared null and void, or voidable, by a

court of competent jurisdiction, then that provision will be considered severable

at either Party's option; and if the severability option is exercised, the

remaining provisions of the Agreement shall remain in full force and effect.

14.3 Unless otherwise expressly provided in this Agreement or Transporter's FERC Gas

Tariff, no modification of or supplement to the terms and provisions stated in

this Agreement shall be or become effective, until Replacement Shipper has

submitted a request for change through PASSKEY and Replacement Shipper has been

notified through PASSKEY of Transporter's agreement to such change.

14.4 Exhibit "A" attached hereto is incorporated herein by reference and made a part

hereof for all purposes.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly

executed as of the date first hereinabove written.

TENNESSEE GAS PIPELINE COMPANY

BY: ____________________________________

Agent and Attorney-in-Fact

REPLACEMENT SHIPPER

BY: ____________________________________

Agent and Attorney-in-Fact

TITLE: _________________________________