Natural Gas Pipeline Company Of America

Seventh Revised Volume No. 1

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

Original Sheet No. 607M Original Sheet No. 607M

EXHIBIT D [Negotiated Rate Agreement - ITS]

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

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

Shipper: ...................

Contract No.: ...................

ARTICLE 1

NEGOTIATED RATE PARAMETERS

1.1 Negotiated Rate Term: From..........Through..........

1.2 Negotiated Base Commodity Rate: [$.......... /Dth, or the negotiated rate or negotiated rate formula]

1.3 Eligible Transportation Quantity: .......... Dth./day.

1.4 Eligible Receipt Points:

ELIGIBLE POINT

NAME PIN MDQ (Dth/d.)

---- --- --------------

1.5 Eligible Delivery Points:

ELIGIBLE POINT

NAME PIN MDQ (Dth/d.)

---- --- ----------------

1.6 Authorized Overrun Rate(s): [Describe the applicable negotiated rate for Authorized Overrun

Service, if any.]

1.7 Other Rate Related Provisions: [Describe any other rate-related provision authorized by the

applicable Rate Schedule and/or Natural's list of permissible discount provisions and which are not

otherwise covered by the Negotiated Rate Agreement.]

ARTICLE 2

NEGOTIATED RATE TERMS AND CONDITIONS; ADDITIONAL CHARGES

2.1 General Negotiated Rate Limitations: The Negotiated Base Commodity Rate 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 transportation quantity equal to the Eligible Transportation Quantity set forth in Section 1.3

above, for all quantities transported under the Transportation Agreement. For any aggregate

quantities transported on any day for Shipper which: (i) are in excess of the applicable Eligible

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 Negotiated Base Commodity Rate;

and (b) the 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 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 Base Commodity Rate, 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) commodity charges and surcharges; (iv) ACA

surcharges; and (v) 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 Base Commodity Rate.