East Tennessee Natural Gas Company

Second Revised Volume No. 1

Effective Date: 06/01/1997, Docket: RP97- 58-003, Status: Effective

Original Sheet No. 289 Original Sheet No. 289 : Superseded

ELECTRONIC DATA INTERCHANGE

TRADING PARTNER AGREEMENT

THIS ELECTRONIC DATA INTERCHANGE TRADING PARTNER AGREEMENT (the "Agreement") is

made as of _______________________, 19___, by and between Tennessee Gas Pipeline Company

("TGPC"), a corporation with offices at 1001 Louisiana, Houston, Texas, and

_____________________________ ("Trading Partner"), a(n) ________________ corporation

with offices at ________________________ (together, the "parties").

RECITALS

WHEREAS, for the mutual benefit of the parties, the parties desire to facilitate

transactions, reports, and other information exchanged ("Transactions") by use of

available means of electronic communication and linkage services ("Third Party

Services") which electronically transmit and receive data in agreed formats in

substitution for on-line transmittal and/or conventional paper-based documents;

WHEREAS, Third Party Services will be provided by a third party provider;

WHEREAS, the parties desire to enter into this Agreement to govern their

relationship with respect to electronic data interchange ("EDI") Transactions; and

WHEREAS, the parties desire to assure that such Transactions are not legally

invalid or unenforceable as a result of there not being a handwritten, original

signature of an authorized agent of one of the parties attesting to the validity of such

Transactions.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual benefits to be derived and the

representations and warranties, conditions and promises herein contained, and other good

and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, and intending to be legally bound hereby, the parties hereto agree as

follows:

Section 1. Definitions.

If not elsewhere defined in this Agreement, capitalized terms used in this

Agreement shall have the meaning ascribed to them below:

"Acceptance Document" is defined in Section 3.3.

"Affiliate" means any person that, directly or indirectly, controls, or is

controlled by, or under common control with, another person. For the purposes of this

definition, "control" (including the terms "controlled by" and "under common control

with"), as used with respect to any person, means the power to direct or cause the

direction of the management and policies of such person, directly or indirectly, whether

through the ownership of voting securities or by contract or otherwise.

"Agent" means an employee of a party which the party has authorized to sign EDI

Agreements on behalf of such party.

"Agreement" is defined in the recitals above.

"Documents" is defined in Section 2.1.

"EDI" is defined in the recitals above.

"EDMs" is defined in Section 2.4.