Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

Effective Date: 10/01/2003, Docket: RP00-477-005, Status: Effective

Fourth Revised Sheet No. 588 Fourth Revised Sheet No. 588 : Effective

Superseding: Third Revised Sheet No. 588

BALANCING AGREEMENT (continued)

(For Use at Points of Delivery)

corrective action, Transporter may, upon one day's notice, adjust the scheduled

quantities and actual deliveries during the remainder of the production month to

adequately control imbalance levels. Any such adjustments will be incorporated

in the daily nominations confirmed between Transporter and Balancing Party.

2.3 Corrections In Subsequent Periods - As soon as practicable following the close of

each month, Transporter will send Balancing Party a statement setting forth the

accrued Daily Imbalance Charges and the Operational Imbalance existing at the end

of the prior month. Any Monthly Imbalance shall be corrected in cash in

accordance with Rate Schedule LMS-MA, unless the Parties mutually agree

otherwise.

2.4 Measurement of Operational Imbalance - Measurement of gas for all purposes shall

be in accordance with Transporter's FERC Gas Tariff.

2.5 Operational Integrity - Nothing in this Article II shall limit Transporter's

right to take action as may be required to adjust deliveries of gas in order to

alleviate conditions which threaten the integrity of its system.

ARTICLE III

TERM

3.1 Duration of Agreement - Subject to the other termination rights provided herein,

this Agreement shall be in full force from _____________, ______, for a primary

term of one (1) year, or, upon mutual agreement of Balancing Party and

Transporter, a primary term extending until ________________, ______, and shall

continue after the primary term on a month-to-month basis unless canceled by

either Party upon thirty (30) days' prior written notice with the termination to

be effective at the end of a calendar month. Notwithstanding the above, if any

material problems arise as a result of the provisions of this Agreement, then

the Parties will enter into good faith negotiations to amend this Agreement to

resolve such problems. If the Parties are unable to resolve such problems as a

result of such negotiations, then either Party may terminate this Agreement upon

forty-eight (48) hours' prior written notice, with the termination to be

effective at the end of a calendar month.