Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

Effective Date: 05/01/2000, Docket: RP00- 229-000, Status: Effective

Second Revised Sheet No. 592 Second Revised Sheet No. 592 : Effective

Superseding: First Revised Sheet No. 592

BALANCING AGREEMENT (continued)

(For Use at Points of Delivery)

5.7 Conflicts - If there is any conflict or discrepancy between this Agreement and

any other Agreement between Transporter and Balancing Party with regard to

allocations of deliveries at Delivery Points, the terms of this Agreement shall

govern and control.

5.8 Unless otherwise expressly provided in this Agreement or Transporter's Tariff,

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

Agreement shall be or become effective until Balancing Party has submitted a

request for change through PASSKEY and Balancing Party has been notified through

PASSKEY of Transporter's agreement to such change.

The Parties' signatures below will evidence their agreement to this Operational

Balancing Agreement.

TRANSPORTER:

TENNESSEE GAS PIPELINE COMPANY

BY: ______________________________________________

Agent and Attorney-in-Fact

BALANCING PARTY: _________________________________

BY: ______________________________________________

TITLE: ___________________________________________