Kinder Morgan Interstate Gas Transmission LLC

Second Revised Volume No. 1-C

Effective Date: 12/28/1999, Docket: GT00- 19-000, Status: Effective

Original Sheet No. 57 Original Sheet No. 57 : Superseded

Form of Operational Balancing Agreement - cont.

The actual measured quantity at the point(s) of interconnection each

month shall be determined and the actual Monthly Operational Imbalance, if

any, communicated by the measuring Party in writing to the other Party as soon

as reasonably possibly after the end of the month, but in no case later than

the 20th day of the month following the last day of the month in which the

Monthly Operational Imbalance arises. The actual measured quantity shall be

determined pursuant to the applicable provisions of the measuring Party's

then-effective FERC Gas Tariff. The Parties shall correct any actual Monthly

Operational Imbalance by the last day of the month within which the actual

Monthly Operational Imbalance is determined or within such longer period of

time as may be agreed to by the Parties. Deliveries of gas to correct Monthly

Operational Imbalances may be made between the Parties at the point(s) of

interconnection set forth on Exhibit "A," or at any other point of

interconnection between the respective facilities of the Parties as may be

mutually agreed to by the Parties.

In the event that a capacity constraint occurs on either Party's system

which results in curtailment of deliveries through the point(s) of

interconnection, the Party on whose system the constraint has occurred shall

determine the appropriate reallocation of quantities due to curtailment

pursuant to the provisions of Section 2.1 herein. If the constraint occurs at

the point(s) of interconnection, the Party which owns the meter at the

point(s) of interconnection shall be deemed to have the constraint on its

system.

ARTICLE III

TERM

This agreement shall be effective and the procedures set forth in this

Agreement shall be implemented as of ______________ and shall continue Month

to Month thereafter until cancelled by either party upon not less than 30 days

prior written notice. Termination of this Agreement shall not relieve the

Parties of the obligation to eliminate any Daily or Monthly Operational

Imbalance quantity existing on the date of termination. Any such quantity

shall be corrected as soon as possible but no later than 60 days after

termination.