Natural Gas Pipeline Company Of America

Seventh Revised Volume No. 1

Effective Date: 11/09/2009, Docket: RP09-855-002, Status: Effective

Original Sheet No. 607F Original Sheet No. 607F

EXHIBIT D [Negotiated Rate Agreement - FFTS]

DATED ............

EFFECTIVE ...................

(CON'T)

ARTICLE 2

NEGOTIATED RATE TERMS AND CONDITIONS; ADDITIONAL CHARGES

2.1 General Negotiated Rate Limitations: The Negotiated Rates shall apply only to: (i) service provided

to Shipper by Natural under the Transportation Agreement from the Eligible Receipt Points to the

Eligible Delivery Points during the Negotiated Rate Term; and (ii) an aggregate maximum daily firm

transportation quantity equal to the Eligible Firm Transportation Quantity set forth in Section 1.3

above, for all quantities transported on a firm basis under the Transportation Agreement and any

associated capacity release replacement agreements. For any aggregate quantities transported on a

firm basis on any day for Shipper and any associated capacity release replacement shippers which:

(i) are in excess of the applicable Eligible Firm Transportation Quantity; or (ii) involve any

receipt or delivery points which are not Eligible Receipt or Delivery Points, Shipper shall be

charged the greater of: (a) the 100% load factor daily rate equivalent of the Negotiated Rates;

and (b) the 100% load factor daily rate equivalent of the applicable maximum base reservation and

base commodity rates set forth in Natural's FERC Gas Tariff, as may be revised from time to time,

as well as all applicable additional rates, charges and surcharges described in Section 2.3 below.

2.2 Discountable Third Party Surcharges: From time to time, certain reservation and/or commodity

surcharges may be approved by the FERC for inclusion in Natural's FERC Gas Tariff which Natural is:

(i) required to collect from Shipper and remit to the FERC or to another third party; and (ii)

permitted to discount the amount of such surcharge from the applicable maximum rate set forth in

Natural's FERC Gas Tariff ("Discountable Third Party Surcharges"). [Describe any applicable

surcharges covered by this Section and the applicability of such surcharges as part of the

negotiated rates.]

2.3 Additional Rates, Charges, and Surcharges: In addition to the Negotiated Rates, and unless

otherwise expressly provided in this Agreement or agreed to in writing by Natural, Shipper shall

also pay Natural all other applicable maximum rates, charges, surcharges, and penalties of any

nature set forth in Natural's FERC Gas Tariff, as may be revised from time to time, including

without limitation all applicable maximum: (i) Fuel and Gas Lost and Unaccountable For charges;

(ii) authorized and unauthorized overrun charges; (iii) reservation charges and surcharges; (iv)

commodity charges and surcharges; (v) ACA surcharges; and (vi) gathering charges, offshore charges,

and lateral line charges. Notwithstanding the foregoing sentence, to the extent that any such

additional maximum rate, charge, surcharge, or penalty is derived from the applicable base

reservation rate or applicable base commodity rate set forth in Natural's FERC Gas Tariff, then

Natural shall derive such additional rate, charge, surcharge, or penalty utilizing the greater of:

(i) the applicable maximum base reservation rate or applicable maximum base commodity rate set

forth in Natural's FERC Gas Tariff, as may be revised from time to time; and (ii) the Negotiated

Rates.