Maritimes & Northeast Pipeline, L.L.C.

First Revised Volume No. 1

Effective Date: 12/01/1999, Docket: RP99-500-000, Status: Effective

Original Sheet No. 464 Original Sheet No. 464 : Effective

FORM OF SERVICE AGREEMENT FOR

CAPACITY RELEASE UMBRELLA AGREEMENT UNDER

RATE SCHEDULES MN365, MN151, MN90, MNOP AND MNLFT

(continued)

ARTICLE V

INTERPRETATION

The interpretation and performance of this Umbrella Service

Agreement shall be in accordance with the laws of the State of

__________, without recourse to the law governing conflict of laws.

This Umbrella Service Agreement and the obligations of the parties

are subject to all present and future valid laws with respect to the

subject matter, either State or Federal, and to all valid present and

future orders, rules, and regulations of duly constituted authorities

having jurisdiction.

ARTICLE VI

RELATIONSHIP BETWEEN REPLACEMENT CUSTOMER

AND RELEASING CUSTOMER

The parties recognize that, pursuant to Commission orders, Releasing

Customer may require that the Replacement Customer agree that a breach of

this Agreement, including a failure to pay, or to pay timely, by

Replacement Customer under this Agreement, constitutes a breach of

contract as between Replacement Customer and Releasing Customer. The

existence of such an agreement will be indicated on the appropriate

Addendum to this Capacity Release Umbrella Agreement. If Replacement

Customer fails to pay Pipeline, fails to timely pay Pipeline, or

otherwise breaches this Agreement with Pipeline: (a) both Replacement

Customer and Releasing Customer (except to the extent otherwise provided

in Section 9.7(a) of the GT&C and except with respect to penalties

attributable to Replacement Customer's conduct) shall be liable to

Pipeline for such failure to pay or breach (it being understood that

nothing in this Article VI relieves Releasing Customer from

responsibility to pay Pipeline in accordance with its service agreements

with Pipeline) and (b) if, as a result of such breach by Replacement

Customer, Releasing Customer is accordingly required to pay Pipeline or

otherwise perform, Releasing Customer may have a cause of action for

breach against Replacement Customer.