Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

Effective Date: 02/01/2003, Docket: RP03-224-000, Status: Effective

Second Revised Sheet No. 589 Second Revised Sheet No. 589 : Effective

Superseding: First Revised Sheet No. 589

BALANCING AGREEMENT (continued)

(For Use at Points of Delivery)

3.2 Continuing Obligations - Following the termination of this Agreement, any

remaining Operational Imbalance shall be corrected in cash in accordance with

Rate Schedule LMS-MA of Transporter's FERC Gas Tariff, unless the Parties

mutually agree otherwise; provided, however, that Transporter has notified

Balancing Party of such imbalance no later than twelve months after the

termination of this Agreement.

3.3 This Agreement will terminate automatically upon written notice from Transporter

in the event that Balancing Party fails to pay all of the amount of any bill for

service rendered by Transporter hereunder in accord with the terms and conditions

of Article VI of the General Terms and Conditions of Transporter's Tariff.

ARTICLE IV

IMBALANCE CHARGES

4.1 CURRENT CHARGES - Commencing upon the date of execution, the rates, charges, and

surcharges to be paid by Balancing Party to Transporter shall be in accordance

with Transporter's Rate Schedule LMS-MA and the General Terms and Conditions of

Transporter's FERC Gas Tariff.

4.2 INCIDENTAL CHARGES - Balancing Party agrees to reimburse Transporter for any

filing or similar fees, which have not been previously paid for by Balancing

Party, which Transporter incurs in rendering service hereunder.

4.3 CHANGES IN RATES AND CHARGES - Balancing Party agrees that Transporter shall have

the unilateral right to file with the appropriate regulatory authority and make

effective changes in (a) the rates and charges applicable to service pursuant to

Transporter's Rate Schedule LMS-MA, (b) the rate schedule(s) pursuant to which

service hereunder is rendered, or (c) any provision of the General Terms and

Conditions applicable to those rate schedules. Transporter agrees that Shipper

may protest or contest the aforementioned filings, or may seek authorization from

duly constituted regulatory authorities for such adjustment of Transporter's

existing FERC Gas Tariff as may be found necessary to assure Transporter just and

reasonable rates.