Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

Effective Date: 12/01/1997, Docket: RP96-268-004, Status: Effective

First Revised Sheet No. 593B First Revised Sheet No. 593B : Effective

Superseding: Original Sheet No. 593B

Exhibit "B" to

Balancing Agreement for use at Points of Delivery

between Tennessee Gas Pipeline Company ("Transporter") and

____________________ (Pipeline Balancing Party)

dated ____________________

4. Transporter may temporarily suspend the effectiveness of this Amendment upon

twenty-four hours (24) prior written notice to the Pipeline Balancing Party when

Transporter believes that suspension is necessary in order to protect the

operational integrity of its system or ensure its ability to deliver scheduled

firm quantities.

5. Upon reasonable request by Transporter, Pipeline Balancing Party agrees to provide

Transporter with additional information regarding the activity of Storage Contract

Holders.

6. This Amendment shall take effect on _______ 1, 19__ and shall continue in effect

on a month-to-month basis until terminated by either party upon thirty (30) days

prior written notice to the other party.

7. In the absence of gross negligence or willful misconduct on the part of

Transporter, Pipeline Balancing Party agrees to indemnify and hold Transporter

harmless from all claims, including attorneys fees and court costs, arising from

or related to the information provided to Transporter by Pipeline Balancing Party

in connection with the DSS Option.

Transporter:

Tennessee Gas Pipeline Company

By: _______________________________

Agent and Attorney-in-Fact

Pipeline Balancing Party:

___________________________________

By: _______________________________

Title: ____________________________