East Tennessee Natural Gas Company

Second Revised Volume No. 1

Effective Date: 11/01/1993, Docket: RS92- 33-007, Status: Effective

Substitute Original Sheet No. 223 Substitute Original Sheet No. 223 : Superseded

BALANCING AGREEMENT

(For Use by Aggregator at Points of Delivery)

This Agreement is made, entered into and effective as of this ___ day of _______________,

19___, by and between East Tennessee Natural Gas Company, a Tennessee corporation

(hereinafter referred to as "Transporter"), and ______________________, a

______________________ Corporation hereinafter referred to as "Balancing Party".

Transporter and Balancing Party shall be referred to collectively herein as "Parties."

WITNESSETH:

WHEREAS, Transporter transports natural gas to the delivery point(s) specified in

Exhibit "A" attached hereto (Delivery Points);

WHEREAS, the gas actually received at the Delivery Point(s) is at times different

than the quantities scheduled to be transported by Transporter to those points;

WHEREAS, Transporter and Balancing Party desire to aggregate all quantities delivered

at all of the Delivery Points for balancing purposes and to allocate the transportation

of natural gas from the Delivery Point(s) based upon Scheduled Quantities and to allocate

any difference between such Scheduled Quantities and actual deliveries at the Delivery

Point(s) (Operational Imbalance) to this Agreement;

WHEREAS, Transporter and Balancing Party desire to correct the Operational Imbalances

in subsequent periods in cash, unless the Parties mutually agree otherwise;

WHEREAS, Transporter and Balancing Party desire to implement operating rules designed

to encourage conduct that maintains Transporter's system balances in a manner that

facilitates the movement of gas for transportation purposes;

WHEREAS, Balancing Party has all requisite legal authority to perform balancing and

scheduling at the delivery points on Exhibit A attached and such authority does/does not

include authority to use DDS service;

NOW, THEREFORE, Transporter and Balancing Party covenant and agree as follows:

ARTICLE I

DEFINITIONS

The definitions found in Section 1 of Transporter's General Terms and Conditions are

incorporated herein by reference.