Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

Effective Date: 09/01/1993, Docket: RS92- 23-012, Status: Effective

Original Sheet No. 594 Original Sheet No. 594 : Effective

BALANCING AGREEMENT

(For Use at Points of Receipt)

This Agreement dated and effective ____________________, 19__ by and between

Tennessee Gas Pipeline Company a Delaware Corporation, hereinafter referred to as

"Transporter," and a _____________ corporation, hereinafter referred to as "Balancing

Party".

W I T N E S S E T H:

WHEREAS, Transporter transports and/or purchases natural gas at the receipt

point(s) specified in Exhibit "A" attached hereto (Receipt Points);

WHEREAS, the gas actually delivered at the Receipt Point(s) is at times

different than the quantities scheduled to be purchased and/or transported by

Transporter from those points;

WHEREAS, Transporter and Balancing Party desire to allocate the transportation

of natural gas from the Receipt Point(s) based upon scheduled quantities and to

allocate any difference between such scheduled quantities and actual deliveries at

the Receipt Point(s) (Operational Imbalance) to this Agreement;

WHEREAS, Transporter and Balancing Party desire to resolve the Operational

Imbalance in subsequent periods in cash;

WHEREAS, Transporter and Balancing Party desire to implement operating rules

designed to encourage conduct that maintains Transporter's system balance in a manner

that facilitates the movement of gas for sales and transportation purposes.

NOW, THEREFORE, Transporter and Balancing Party agree as follows:

ARTICLE I

NOMINATIONS AND CONFIRMATIONS

1.1 Confirmation of Nominations - Prior to the beginning of each month this

Agreement is in effect, Balancing Party shall confirm or cause to be confirmed

the quantities nominated to be delivered by Balancing Party or for Balancing

Party's account by Transporter at the Receipt Point(s) commencing on the first

day of the month following the confirmation. Balancing Party shall reconfirm

any modification to such confirmations or cause such modification to be re-

confirmed prior to the commencement of the revised service. Transporter shall