Williams Natural Gas Company

Second Revised Volume No. 1

Effective Date: 05/01/1997, Docket: RP97- 67-002, Status: Effective

Second Revised Sheet No. 213 Second Revised Sheet No. 213 : Superseded

Superseding: First Revised Sheet No. 213

GENERAL TERMS AND CONDITIONS

5. DETERMINATION OF RECEIPTS AND DELIVERIES (Cont'd)

5.3 Availability and Applicability of OBAs and PDAs

WNG will enter into an OBA or PDA with any party who operates the

facilities at a receipt or delivery point on WNG's transmission

system if such party meets WNG's credit-worthiness standards;

provided, however that WNG will not enter into OBAs at wellhead

receipt points.

PDAs and OBAs will remain in effect during periods of daily

balancing.

WNG will post on its Electronic Bulletin Board (EBB) the OBA or PDA

methodology in effect at each receipt and delivery point.

6. RIGHT OF FIRST REFUSAL AT EXPIRATION OR RENEGOTIATION OF AGREEMENTS

6.1 Applicability

The right of first refusal is applicable to service agreements with

terms of one year or more under Rate Schedules FTS, SFT, STS, FSS

and TSS. If it is mutually agreeable between WNG and an existing

capacity holder to renegotiate a service agreement prior to its

expiration, the procedures in 6.2 through 6.5 shall apply.

6.2 Procedure

WNG will post the availability of capacity under an expiring or

terminating service agreement on its electronic bulletin board

together with all applicable terms (including quantity and maximum

rate) six months prior to the expiration or termination of any such

service agreement, however, if the termination notice period under

a service agreement is less than six months, WNG shall post the

availability of such capacity after either party provides the other

with a notice of termination. Such posting shall state the bid

closing date and will remain on the bulletin board for at least one

month. Bids for such capacity may be for less than the total

amount of the capacity available.