*Reliant Energy Gas Transmission Company*

*Fifth Revised Volume No. 1*

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Effective Date: 05/01/2002, Docket: RP96-200-079, Status: Effective

**Second Revised Sheet No. 636 **Second Revised Sheet No. 636 : Superseded

Superseding: First Revised Sheet No. 636

STATEMENT OF NEGOTIATED RATES

Contract Rate Contract

Shipper Name Number Schedule Demand Receipt Point(s) Delivery Point(s) Rate

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

Dynegy Marketing and Trade 2934 FT 25,000 Neutral Pooling Area MRT @ Perryville Gulf South @ West Monroe See Formula below

South Pooling Area Trunkline @ Richland ANR @ Perryville

West 1 Pooling Area SONAT @ Perryville Tennessee 100

West 2 Pooling Area TET @ West Monroe Tennessee 800

TGT @ Perryville MidLa @ Quachita Parish

Formula Rates for Services up to Contract Demand:

The formula rate will be a unit rate calculated on an assumed 100% load factor basis using the formulas listed below based on daily Index Prices (Inside FERC) or

Midpoint Prices (Gas Daily) for spot gas delivered to the pipelines and areas indicated, for each day of the contract term. If the information or publication ceases

to be published, the parties shall select another mutually agreeable price or publication. Transporter shall have the right each month to elect either the Gas Daily or

Inside FERC formulas listed below. Transporter will inform Shipper of the formula it has chosen for the next month no later than the end of the sixth (6th) Business

Day prior to the beginning of the next month. If Transporter does not notify Shipper of its election by the time described above, the Gas Daily formula shall be

utilized. The Index Spread each day under the applicable formula shall be equal to (a) the amount remaining when the price specified in (1) of each formula below is

subtracted from the price specified in (2) of each formula below, less (b) the Compressor Fuel Value calculated as described below.

A. Gas Daily Formula B. Inside FERC Formula

(1) Reliant North/South (1) REGT East

(2) Texas Gas Zone 1 (2) Texas Gas Zone 1

If, and to the extent that, on any day supplies from the West 1 or West 2 Pooling Areas are used under the contract, the unit rate for such quantities shall be the

applicable Index Spread plus fifty percent (50%) of the difference between the Gas Daily Reliant West Midpoint Price and the Gas Daily Reliant North/South Midpoint

Price for such day.

The Compressor Fuel Value shall be calculated by adding (i) the product of the applicable Compressor Fuel percentage as specified and in effect from time to time in

REGT's Tariff times the applicable price set forth in (1) above, plus (ii) the EPC tracker.

If the Index Spread for a day is less than or equal to $0.05 per Dth, then the unit rate (based on an assumed 100% load factor) per Dth of Contract Demand shall be

$0.01. If the Index Spread is greater than $0.05, then the unit rate per Dth of Contract Demand shall be $0.01 plus eighty percent (80%) of the amount by which the

Index Spread exceeds $0.05. In any event, however, the unit rate per Dth Contract Demand shall never be below the greater of the applicable then effective minimum

Tariff rate(s) or $0.01.

Rate may default to maximum if Transporter is unable to collect Negotiated Rates for any reason during the term of the contract, and Shipper has termination right in

such event. Unless Transporter otherwise agrees, the Commodity Rate shall be the applicable minimum, and the rate for any authorized overrun quantities shall be the

greater of the applicable maximum Tariff rate or the applicable formula unit rate. Rate includes any applicable GRI, ACA, GT&C Section 13.4, Order No. 528 and Order

No. 636 transition costs surcharges. Standard Rate and Related Provisions for Non-Maximum Rate Agreements, shown in the REGT News section of REGT's Internet web site

"pipelines.reliantenergy.com," shall be applicable to this transaction. Eligible quantities for which the initial Receipt Point into Transporter's system cannot be

determined shall be deemed to have been received in the Pooling Area which would be charged the highest rate under the transaction.