MidContinent Express Pipeline LLC

Original Volume No. 1

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Effective Date: 04/10/2009, Docket: RP09-136-000, Status: Effective

Original Sheet No. 309 Original Sheet No. 309

[FOR RATE SCHEDULE PALS]

Contract No. ......

MIDCONTINENT EXPRESS PIPELINE LLC (MEP)

RATE SCHEDULE PALS

AGREEMENT DATED ..........................

UNDER SUBPART ........ OF PART 284

OF THE FERC'S REGULATIONS (CON'T)

h. Succession and Assignment. In the event any entity succeeds by purchase, merger or

consolidation of title to the properties, substantially as an entirety, of Shipper, such

entity shall be entitled to the rights and shall be subject to the obligations of its

predecessor in title under the Agreement. No other assignment of the Agreement nor of any

of the individual rights or obligations hereunder by Shipper shall be effective as to MEP

without the prior express written consent of MEP, provided, however, that the Agreement

may be assigned by Shipper to a wholly or partially owned affiliate, special purpose

joint venture, partnership, or other affiliated entity, including a parent company or

partnership, without prior written consent of MEP. The Agreement may be assigned by MEP

to a wholly or partially owned affiliate, special purpose joint venture, partnership, or

other affiliated entity, including a parent company or partnership, which shall include

Kinder Morgan Energy Partners, LP or any affiliate of Kinder Morgan Energy Partners, LP.).

i. No Third Party Beneficiaries. This Agreement shall not create any rights in any third

parties, and no provision of this Agreement shall be construed as creating any

obligations for the benefit of, or rights in favor of, any person or entity other than

MEP or Shipper.

j. Conformance to Law. It is understood that performance hereunder shall be subject to all

valid laws, orders, rules and regulations of duly constituted governmental authorities

having jurisdiction or control of the matters related hereto, including without

limitation the Federal Energy Regulatory Commission.

k. Effect of Tariff. This Agreement shall at all times be subject to all applicable

provisions of MEP's FERC Gas Tariff.

l. GOVERNING LAW. THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT 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

.............

m. Entire Agreement. This Agreement contains the entire agreement between MEP and Shipper

with respect to the subject matter hereof, and supersedes any and all prior

understandings and agreements, whether oral or written, concerning the subject matter

hereof, and any and all such prior understandings and agreements are hereby deemed to be

void and of no effect. No amendments to or modifications of this Agreement shall be

effective unless agreed upon in a written instrument executed by MEP and Shipper which

expressly refers to this Agreement.

16. Rate Schedule PALS, as revised from time to time, controls this Agreement and is incorporated

herein. The attached Exhibit A is a part of this Agreement. THIS AGREEMENT SHALL BE CONSTRUED AND

GOVERNED BY THE LAWS OF ..........................., AND NO STATE LAW SHALL APPLY TO REACH A

DIFFERENT RESULT. This Agreement states the entire agreement between the parties and no waiver,

representation or agreement shall affect this Agreement unless it is in writing. Shipper shall

provide the actual end user purchaser name(s) to MEP if MEP must provide them to the FERC.

Agreed to by:

MEP SHIPPER

/s/: .................................. /s/: ............................

NAME: .................................. NAME: ............................

TITLE: .................................. TITLE: ............................