Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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

First Revised Sheet No. 597 First Revised Sheet No. 597 : Effective

Superseding: Substitute Original Sheet No. 597

BALANCING AGREEMENT (continued)

(For Use at Points of Receipt)

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

be in accordance with Transporter's FERC Gas Tariff.

2.4 Mutual Assistance Provision - In recognition that Balancing Party has a

significant amount of control over the flow of gas into Transporter's system and

can assist in alleviating balancing problems or remedying supply deficiencies,

upon mutual agreement, Balancing Party will increase or decrease flows independent

from nominations. This agreement is subordinate to Balancing Party's contractual

obligations (as well as subject to operational constraints placed on the producers

behind the point by geological or equipment conditions). In any month such

assistance is provided to Transporter, Transporter will waive all daily imbalance

charges amassed by Balancing Party in the month during periods when an OFO is not

in effect. The agreement to provide mutual assistance shall be at the sole

discretion of the Balancing Party and subordinate to the right of the Balancing

Party to operate its properties in a manner that constitutes prudent and efficient

operation. Any daily variance resulting from a Balancing Party's assistance

pursuant hereto shall not be considered in the calculation of such Balancing

Party's Monthly Operational Imbalance.

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

to take action as may be required to adjust receipts of gas in order to alleviate

conditions that 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 effective from the date hereof and shall remain in full

force and effect on a month-to-month basis unless terminated by either Party

giving thirty 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.

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

remaining Operational Imbalance shall be resolved in cash in accordance with Rate

Schedule LMS-PA of Transporter's FERC Gas Tariff Volume No. 1, 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.