Natural Gas Pipeline Company Of America

Seventh Revised Volume No. 1

Effective Date: 04/18/2008, Docket: RP08-319-000, Status: Effective

Original Sheet No. 455 Original Sheet No. 455 : Pending

GENERAL TERMS AND CONDITIONS

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(3) Natural's term sheet shall contain any and

all terms of the bid but shall not identify the bidder; provided,

however, such bid sheet shall indicate if the best bid was

submitted by an affiliate of Natural. Except for the providing of

such term sheet to the original Shipper, all terms and conditions

of any bid and the identity of the bidder shall remain

confidential; provided that the Commission may on request have

access to such information on a confidential basis.

(4) The original Shipper shall have two (2)

weeks to notify Natural whether or not it desires to match the

best bid. To match the best bid, the original Shipper must agree

to a price (up to the applicable maximum rate or Recourse Rate)

and a term (up to five years) which at least equals the bid on all

or any portion of the service the original Shipper desires to

retain; provided, however, that if the original Shipper seeks to

retain only a portion of its MDQ, the analysis of whether the

original Shipper has matched the best bid may take into account

the MDQ requested under the best bid relative to the MDQ which the

original Shipper seeks to retain. The original Shipper may provide

a counteroffer which contains either a higher price than the best

bid or a longer term than the best bid to offset a shorter term or

a lower price than that offered in the best bid. Natural shall

determine whether such a counteroffer constitutes a match,

utilizing the same criteria as were applied to determine the best

bid.

(e) (1) If the original Shipper matches the best

bid, it shall be entitled to continuation of service and shall be

obligated to sign an Agreement tendered by Natural which reflects

the best bid or any counteroffer by the original Shipper which

matches such best bid.

(2) If the existing Shipper fails to match the

best bid, the existing Agreement shall terminate at the later of

(i) the end of its term or (ii) the date Natural executes a

contract with the winning bidder. Service to the existing Shipper

shall be automatically abandoned upon such termination.

(3) Submission of a bid shall be binding on the

bidder. The bidder submitting the best bid shall be obligated to

sign an Agreement reflecting its bid if the original Shipper fails

to match.