Mississippi River Transmission Corp.

Third Revised Volume No. 1

Effective Date: 03/17/1999, Docket: RP98-404-000, Status: Effective

Second Revised Sheet No. 185 Second Revised Sheet No. 185 : Superseded

Superseding: First Revised Sheet No. 185

GENERAL TERMS AND CONDITIONS

(Continued)

15. TERMINATION OF SERVICE/RIGHT OF FIRST REFUSAL (Continued)

(b) a prepayment of the lesser of $10,000 or the total of

two (2) months reservation charges for the amount of capacity

bid upon, which shall be credited to the bona fide bidder's

service if it contracts for the capacity, or which will be

refunded with interest calculated in accordance with the

Commission's regulations if the bona fide bidder is not awarded

the capacity.

15.5 MRT shall evaluate all bona fide bids submitted for all or

part of the available firm capacity to determine the best bid by

applying the same economic standard as MRT utilizes to evaluate

bids in Section 5.9 of the General Terms and Conditions. MRT will

not be obligated to provide firm service or accept any bid at less

than MRT's maximum applicable tariff rate(s).

15.6 If two or more bona fide bids qualify as the best bid, then

MRT will select the first bid received as the bid that the existing

capacity holder must match. If two or more bona fide qualifying bids

are received by MRT at the same time, MRT shall use a lottery to

select the bid that the existing capacity holder exercising its right

of first refusal must match. An existing capacity holder may have to

match more than one bid if each bid is for only part of the existing

capacity holder's capacity.

15.7 If MRT determines that the best bid is acceptable, then MRT

shall notify the firm capacity holder that elected to exercise its

right of first refusal in writing at least thirty (30) days before

the expiration of its firm Service Agreement of the best bid(s), as

determined pursuant to Section 15.5, it must match in order to retain

all or part of its capacity. MRT shall also post on its EBB the best

bid(s), or MRT shall post that no acceptable bid(s) were received by

MRT for the available capacity. The firm capacity holder must respond

in writing to MRT's notice of the best bid(s) and elect whether or not

to match the competing bid(s) within fifteen (15) days of receipt of

MRT's notice under this provision. If the existing firm capacity

holder agrees to match the best bid(s), MRT shall tender a Service

Agreement for the firm capacity identical to the best bid(s) matched.

The