Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

Effective Date: 10/15/1999, Docket: RP99-328-000, Status: Effective

Original Sheet No. 688 Original Sheet No. 688 : Effective

GAS TRANSPORTATION AGREEMENT

(For Use By Replacement Shipper Under Rate Schedule NET-284)

THIS AGREEMENT is made and entered into as of the ________ day of ______________,

_______, by and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation,

hereinafter referred to as "Transporter" and _________________________________, a

________________ Corporation, hereinafter referred to as "Replacement Shipper."

Replacement Shipper receives rights under this contract as assignment from

_______________________, a _____________________ Corporation, under _______________'s

NET-284 contract number ________ with Transporter. Transporter and Replacement Shipper

shall collectively be referred to herein as the "Parties."

ARTICLE I

DEFINITIONS

1.1 TRANSPORTATION QUANTITY - shall mean the maximum daily quantity of gas which

Transporter agrees to receive and transport on a firm basis, subject to Article II

herein, for the account of Replacement Shipper hereunder on each day during each

year during the term hereof which shall be ____________ dekatherms. Any

limitations of the quantities to be received from each Point of Receipt and/or

delivered to each Point of Delivery shall be as specified on Exhibit "A" attached

hereto.

1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the General Terms and

Conditions of Transporter's FERC Gas Tariff.

ARTICLE II

TRANSPORTATION

Transportation Service - Transporter agrees to accept and receive daily on a firm

basis, at the Point(s) of Receipt from Replacement Shipper or for Replacement Shipper's

account such quantity of gas as Replacement Shipper makes available up to the

Transportation Quantity, and to deliver to or for the account of Replacement Shipper to

the Point(s) of Delivery an Equivalent Quantity of gas.