Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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Effective Date: 08/01/1999, Docket: GT99- 58-000, Status: Effective

First Revised Sheet No. 660 First Revised Sheet No. 660 : Effective

Superseding: Original Sheet No. 660

ELECTRONIC DATA INTERCHANGE

TRADING PARTNER AGREEMENT

THIS ELECTRONIC DATA INTERCHANGE TRADING PARTNER AGREEMENT (the "Agreement") is

made as of _______________, ____, by and between ___________________, a

____________________ [specify corporation or other entity type], with offices at

____________________ and ______________________, a ____________________, [specify

corporation or other entity type] with offices at ____________________ (collectively,

the "parties").

RECITALS

WHEREAS, the parties desire to facilitate transactions, reports and other

information exchanged by electronically transmitting and receiving data in agreed

formats; and

WHEREAS, the parties desire to assure that such transactions are not legally

invalid or unenforceable as a result of the use of available electronic technologies for

the mutual benefit of the parties; and

WHEREAS, the parties desire to enter into this Agreement to govern their

relationship with respect to computer to computer exchange of information, also known as

Electronic Data Interchange ("EDI") transactions.

NOW THEREFORE, in consideration of the premises and covenants herein contained,

and for other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the parties, intending to be legally bound, hereby agree as

follows:

Section 1. Prerequisites

1.1 Data Communications. Each party may electronically transmit to or receive from

the other party any of the transaction sets listed in the Exhibit(s), as such Exhibit(s)

may be revised by written agreement (collectively "Documents"). Any transmission of

data which is not a Document, a Functional Acknowledgement, an electronic delivery

mechanism error notification, or a time-stamp receipt response or record (collectively

"Data Communications") shall have no force or effect between the parties. All Data

Communications shall be transmitted in accordance with the standards and the published

industry guidelines set forth in the Exhibit(s). The Exhibit(s) to this Agreement

is(are) attached hereto. Any modification of the provisions contained in the body of

this Agreement will be effective as set forth in the Exhibit(s).

1.2. Third Party Service Providers

1.2.1 Data Communications will be transmitted electronically to each party as

specified in the Exhibit(s), either directly or through any third party service

provider ("Provider") with whom either party may contract. Either party may

modify its election to use, not use or change a Provider upon 30 days prior

written notice to the other party.

1.2.2 Each party shall be responsible for the costs of any Provider with whom it

contracts, unless otherwise set forth in the Exhibit(s). Each party shall be

responsible for services needed to carry out its responsibilities under this

agreement.

1.2.3 Notwithstanding the acts or omissions of its Provider, for purposes of this

Agreement, each party is responsible for transmitting, receiving, storing or

handling Data Communications to the extent required to effectuate transactions

pursuant to Section 2.