Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

Effective Date: 10/01/2002, Docket: RP02-436-000, Status: Effective

First Revised Sheet No. 654A First Revised Sheet No. 654A : Effective

Superseding: Original Sheet No. 654A

AGENCY AUTHORIZATION AGREEMENT (continued)

(b) Amendment Rights and Capacity Release: Agent is authorized to freely

amend the contracts, including but not limited to the right to change

primary receipt or delivery points, and the right to release capacity to

third parties on a short-term or long-term basis for a term which may

exceed the term of this Agency Authorization Agreement. Contract Holder

and Agent understand and agree that it is Contract Holder's responsibility

to determine whether Agent is authorized to release capacity for a term

which exceeds the term of this Agency Authorization Agreement. Contract

Holder may delegate the Contract Level Functions in this section (b) to

only one Agent per Contract listed in Exhibit A;

for services rendered pursuant to the Contracts listed in Exhibit A,

governing rate schedules and Transporter's General Terms and Conditions;

provided that if Agent does not make all payments due, the Contract Holder

shall be held liable for payment and if payment has not been received by

Transporter from Agent within 10 days after the payment due date, the

invoice for amounts due shall be sent to the Contract Holder; and

(d) Access to Reports: Agent is granted access to all reports for the

Contracts listed on Exhibit A.

With the exception of the Contract Level Functions in (b) above, Contract Holder

may assign the foregoing Contract Level Functions to one or more agents for the

Contracts listed on Exhibit A.

Contract Holder and Agent also understand and agree that Agent is required to

comply with all provisions of the Contract(s) and of Transporter's FERC Gas Tariff

governing the transportation, storage, supply aggregation, balancing and/or title

transfer tracking of gas.

2. This Agency Authorization Agreement shall be executed pursuant to Article III,

Section 15 of the General Terms and Conditions and shall not take effect until

Contract Holder has provided Transporter with a completed Exhibit A. Exhibit A

shall be incorporated by reference and made a part of this Agreement for all

purposes.