Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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

Second Revised Sheet No. 613 Second Revised Sheet No. 613 : Effective

Superseding: Original Sheet No. 613

PIPELINE BALANCING AGREEMENT (continued)

(For Use at Interconnections with Qualifying Pipelines)

the first business day after each production day. In the event that a capacity

constraint occurs on either Party's pipeline system which results in curtailment

of quantities through an Interconnection Point(s), the Party on whose system the

constraint has occurred shall determine the reallocation of quantities to the

Shippers. Such change in allocation shall be confirmed electronically or in

writing pursuant to the provisions of Article I (1.1) above. If the constraint

occurs at an Interconnection Point, the Party which operates the meter at an

Interconnection Point shall be deemed to have the constraint on its system. To

the extent that a pipeline has a record of not meeting its balancing obligations

(i.e., in-kind make-up within 72 hours), Transporter will have a right to

terminate the agreement upon 30 days notice.

2.3 Corrections In Subsequent Periods - The physical flow at each Interconnection

Point each month will be determined and communicated by the Party controlling

the meter to the other Party electronically or in writing as soon as possible

during the month following the month in question. The Parties agree to "In

Kind" balancing between Pipeline and Transporter when the imbalance at the end

of the month is within 1% of the total monthly scheduled quantities at the

meter. Any "In Kind" imbalance carried over from the prior month will become

part of the current Monthly Imbalance. Any imbalance existing at the time of

the implementation of a new Pipeline Balancing Agreement will be held separately

and settled independently. When the Monthly Imbalance is greater than 1% of the

monthly scheduled quantities at the meter, the entire imbalance will be cashed

out in accordance the applicable LMS Rate Schedule in Transporter's FERC Gas

Tariff, unless the imbalance was caused by failure of Transporter to adjust flow

control at the meter.

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

be in accordance with Transporter's FERC Gas Tariff.

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

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

alleviate conditions which threaten the integrity of its system.