Mississippi River Transmission Corp.

Third Revised Volume No. 1

Effective Date: 12/01/1996, Docket: RP97- 45-000, Status: Effective

First Revised Sheet No. 322 First Revised Sheet No. 322 : Superseded

Superseding: Original Sheet No. 322

FORM OF

OPERATIONAL BALANCING AGREEMENT

(Continued)

ARTICLE 3

SUSPENSION OF OBLIGATIONS

Section 3.1 - Notwithstanding anything to the contrary in this

Agreement, the practice of accepting shippers' confirmed nominations at the

Interconnection Point as actual flow and accounting for the differences as

Operational Imbalances may be temporarily suspended in the event either

Party discovers or anticipates, in such Party's sole discretion, that the

actual flow at the Interconnection Point is varying or will vary

significantly from the confirmed nominations due to extraordinary

circumstances including, but not limited to, severe cold weather, hurricane

or any other event that significantly affects the gas supplies which are

available for delivery at the Point of Interconnect or any other weather

related event that significantly affects the Party's ability to handle

variances at the Interconnection Point. Such suspension will be effective

on the date verbal notice is provided by the suspending Party's Gas Control

personnel to the other Party's Gas Control personnel. Such verbal notice

shall be confirmed in writing no later than the second business day

following the date of desired suspension. For this purpose, each business

day shall begin at 7:00 a.m. CST and unless otherwise agreed, each event of

suspension or resumption of activity hereunder shall become effective at

the start of a business day. The use of Operational Imbalances will resume

on the date mutually agreed to in writing by the Parties. For purposes of

notification under this paragraph the Parties agree to use Facsimile

Transmission, as follows:

MRT Telecopy No.: (318) 429-3298

Attention: Transportation Services

_______ Telecopy No.: _______________________________

Attention: _______________________________

Section 3.2 - The Parties will cooperate in promptly determining the

allocation of the deliveries and receipts during any suspension period in

accordance with the provisions of Section 1.