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Original Sheet No. 59 Original Sheet No. 59 : Superseded

Form of Operational Balancing Agreement - cont.

ARTICLE VII

GOVERNING LAW

The construction and interpretation of this Agreement shall be governed

by the laws of the State of ____________, excluding any conflict of law rule

which would refer any matter to the laws of a jurisdiction other than the

State of __________.

This Agreement is subject to present and future valid orders of duly

constituted authorities having jurisdiction over the subject matter thereof.

Upon cessation of such jurisdiction or control, all rights and obligations set

forth in this Agreement shall continue in effect.

ARTICLE VIII

ASSIGNMENTS

This Agreement may not be assigned by either of the Parties without

first obtaining the written consent of the other Party, provided that such

consent shall not be unreasonably withheld.

ARTICLE IX

NOTICES

Any notice or statement provided for in this Agreement shall be in

writing and shall be considered as having been given if delivered personally

or if mailed by United States mail, postage prepaid, to the following

addresses, respectively:

Notices to Transporter:

Notices to OBA Party:

Notices required to be given in writing may be given by facsimile

transmission.