Enbridge Pipelines (AlaTenn) Inc.

Third Revised Volume No. 1

Effective Date: 03/01/2003, Docket: RP00-401-001, Status: Effective

First Revised Sheet No. 126 First Revised Sheet No. 126 : Effective

Superseding: Original Sheet No. 126

GENERAL TERMS AND CONDITIONS (continued)

corrected pursuant to the procedures in effect at the time

the imbalance was incurred.

(f) Limitation on Penalties - Any imbalances caused by an event

which excuses performance under Section II of the General

Terms and Conditions or caused by an action of Transporter,

including providing the Shipper inaccurate imbalance

information at points with Electronic Data, (1) will not be

included in the calculation of the total monthly imbalance

for purposes of determining the appropriate cash-out level

and (2) will be cashed-out at the 0-5% tolerance level in

Section 3.7.

(g) Disposition of Penalty Revenue and Cash-Out Provisions - All

Penalty Revenue received by Transporter in accordance with

Section 22.2(f) and all Cash-out Provision revenues received

by Transporter in accordance with Section 3.7 (c) that are

in excess of Transporter's costs, including, but not limited

to: (1) payments made by Transporter in accordance with

Section 3.7, and (2) Transporter's gas costs and fuel and

loss costs properly allocable to Shipper(s), will be

refunded annually to all Shippers pro-rata based on the

ratio of such Shipper's through-put for the most recent

twelve (12) months to the total through-put of all Shippers

during the same period. If Transporter incurs a net cost

during such 12 month period, the amount will be deferred to

offset against penalty revenue during the next 12 month

period. Carrying costs shall be calculated on the net

balance each month utilizing the rate set forth in Section

154.501 of the Commission's Regulations.

(h) Operational Integrity - Transporter shall have the right to

take any action that may be required to adjust receipts and

deliveries under any transportation agreement to reflect

actual experience or to alleviate conditions which threaten

the operational integrity of Transporter's system, including

without limitation maintenance of service to Shippers with a

higher scheduling priority and/or services.