Exhibit 10.4
                     Iroquois Gas Transmission System, L.P.
                                  Entire Tariff

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 Third
Revised                                 TABLE OF CONTENTS
 Sheet
 No. 1                 Description                              Sheet No.

                       Preliminary Statement                            2

                       System Map                                       3

                       Rates                                            4

                       Rate Schedules                                   9

                            RTS - Firm Reserved Transportation
                            Service                                     9

                            ITS - Interruptible Transportation
                            Service                                    26

                            PAL - Park and Loan Service                32

                       General Terms and Conditions                    41

                       Forms of Service Agreements                    141

                       Service Request Form                           181

                       Shipper Nomination Form                        188

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 Issued on: March 29, 1996                          Effective: May 1, 1996
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Original                           PRELIMINARY STATEMENT
  Sheet
  No. 2        Iroquois Gas Transmission System, L.P. is a natural gas
               pipeline company principally engaged in the business of
               transporting natural gas in interstate commerce, under
               authorization granted by and subject to the jurisdiction of
               the Federal Energy Regulatory Commission. Its pipeline system
               extends in a southeasterly direction from its point of
               interconnection with the facilities of TransCanada PipeLines
               Limited near Iroquois, Ontario, through the States of New York
               and Connecticut, across Long Island Sound to its terminus near
               South Commack, New York.

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 Issued on: March 22, 1993                    Effective: September 1, 1993
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<PAGE>

Original
  Sheet
  No. 3        Map of the 375-mile Iroquois Pipeline System, beginning in
               upstate New York at the U.S.-Canadian Border at Waddington, New
               York, through the State of Connecticut and under Long Island
               Sound to South Commack, Long Island, New York. Identifies all
               19 meter stations along the pipeline route where shippers may
               receive and deliver gas. They are located in Waddington, NY,
               Lisbon, NY, Edward, NY, Croghan, NY, New Bremen, NY, Burdick's
               Xing, NY, Boonville, NY, Canajoharie, NY, Wright, NY, Pleasant
               Valley, NY, New Milford, CT, Brookfield, CT, Shelton "A", CT,
               Shelton "B", Connecticut, Stratford, CT, Milford, CT, Devon,
               CT, Northport, NY and S. Commack, NY. Also identifies Iroquois'
               interconnection points with four other interstate natural gas
               pipelines at five points. Iroquois also delivers gas to other
               major interstate natural gas pipelines in the Northeast through
               five interconnections with four interstate pipelines. Iroquois
               interconnects with the TransCanada System at the
               U.S.-Canadian border at Waddington, New York; the Dominion
               Transmission System (formerly CNG Transmission) in Canajoharie,
               New York; the Tennessee Gas Pipeline in Wright, New York; the
               Algonquin Gas Transmission System in Brookfield, Connecticut
               and the Tennessee Gas Pipeline System in Shelton, Connecticut.
               Locations of Iroquois' three compressor stations, in Croghan,
               Wright and Athens, New York are also noted on this map.

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 Issued on: March 22, 1993                    Effective: September 1, 1993
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Twenty-                                   RATES
Seventh                          (All Rates in $ Per Dth)
Revised
 Sheet         SETTLEMENT RATES SCHEDULE    2/
 No. 4

                                   Maximum   Maximum   Maximum    Maximum
                                    Rates     Rates     Rates      Rates
                                  Effective Effective Effective  Effective

                          Minimum 8/31/1998  1/1/2001  1/1/2002  1/1/2003
               RTS DEMAND:
               Zone 1     $0.0000  $8.5370   $8.3423   $7.8557    $7.5637
               Zone 2     $0.0000  $6.9843   $6.8870   $6.6436    $6.4976
               Inter-Zone $0.0000  $14.1750  $13.8830  $13.1530  $12.7150
               Zone 1     $0.0000  $5.9892   $5.8635   $5.5493    $5.3607
               (MFV)   1/
<PAGE>

               RTS COMMODITY:
               Zone 1     $0.0030  $0.0030   $0.0030   $0.0030    $0.0030
               Zone 2     $0.0024  $0.0024   $0.0024   $0.0024    $0.0024
               Inter-Zone $0.0054  $0.0054   $0.0054   $0.0054    $0.0054
               Zone 1     $0.0300  $0.1754   $0.1688   $0.1575    $0.1506
               (MFV)   1/

               ITS COMMODITY:
               Zone 1     $0.0030  $0.2837   $0.2773   $0.2613    $0.2517
               Zone 2     $0.0024  $0.2320   $0.2288   $0.2208    $0.2160
               Inter-Zone $0.0054  $0.4714   $0.4618   $0.4378    $0.4234
               Zone 1     $0.0300  $0.3723   $0.3616   $0.3399    $0.3268
               (MFV)   1/

               MAXIMUM VOLUMETRIC CAPACITY RELEASE RATE:
               Zone 1     $0.0000  $0.2807   $0.2743   $0.2583    $0.2487
               Zone 2     $0.0000  $0.2296   $0.2264   $0.2184    $0.2136
               Inter-Zone $0.0000  $0.4660   $0.4564   $0.4324    $0.4180
               Zone 1     $0.0000  $0.1969   $0.1928   $0.1824    $0.1762
               (MFV)   1/

              **SEE SHEET NO. 4A FOR ADJUSTMENTS TO RATES WHICH MAY BE
              APPLICABLE
              -------------------------------------------------------------

                1/  As authorized pursuant to order of the Federal Energy
                    Regulatory Commission, Docket Nos. RS92-17-003, et
                    al., dated June 18, 1993 (63 FERC para. 61,285).

                2/  By a Stipulation and Agreement dated Dec. 17, 1999 and
                    approved by the Commission Feb. 10, 2000, in Docket No.
                    RP94-72, et al., Iroquois and its customers agreed to the
                    stepdown in rates set forth above and a rate moratorium
                    until January 1, 2004. In general, under that moratorium
                    Iroquois agreed not to file a general section 4 rate case
                    until Jan. 1, 2004, at the earliest, while its customers
                    would not file a general section 5 complaint prior to April
                    1, 2003 and further that resulting rates from such a section
                    5 complaint would not become effective prior to January 1,
                    2004. It should be noted that the rates set forth herein may
                    be modified pursuant to various provisions set forth in the
                    Stipulation and Agreement, and are subject to change in the
                    event the settlement is terminated under Article V thereof.
                    The Stipulation and Agreement should be consulted for the
                    actual terms of the moratorium.

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 Issued on: March 24, 2000                       Effective: March 24, 2000
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 Original       To the extent applicable, the following adjustments apply:
   Sheet
  No. 4A           TRANSPORTATION COST RATE ADJUSTMENT (TCRA):
                      RTS DEMAND:
<PAGE>

                          Zone 1             ($0.0312)
                          Zone 2
                          Inter-Zone         ($0.0315)
                          Zone 1   (MFV)
                          1/                 ($0.0627)

                                             ($0.0210)

                      RTS COMMODITY:
                          Zone 1              $0.0000
                          Zone 2              $0.0000
                          Inter-Zone          $0.0000
                          Zone 1   (MFV)     ($0.0007)
                          1/

                      ITS COMMODITY:
                          Zone 1             ($0.0011)
                          Zone 2
                          Inter-Zone         ($0.0010)
                          Zone 1   (MFV)
                          1/                 ($0.0021)

                                             ($0.0014)

                   GRI ADJUSTMENT:
                      Demand                       Minimum  Maximum
                                High Load Factor    0.0000    0.2000
                      2/                            0.0000    0.1230
                                Low Load Factor     0.0000    0.0072
                      2/
                      Commodity
                   ACA ADJUSTMENT:
                                Commodity          0.0022

                   DEFERRED ASSET SURCHARGE:
                      Commodity
                                Zone 1              0.0007
                                Zone 2              0.0005
                                Inter-Zone          0.0012

                   MEASUREMENT VARIANCE/FUEL USE FACTOR:
                                Minimum              0.00%
                                Maximum              1.00%

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

                  1/   As authorized pursuant to order of the Federal
                       Energy Regulatory Commission, Docket Nos.
                       RS92-17-003, et al., dated June 18, 1993 (63 FERC
                       para. 61,285).

                  2/   High Load Factor GRI Demand Rate applies to Rate Schedule
                       RTS Shippers with load factors exceeding 50%, whereas Low
                       Load Factor GRI Demand Rate applies to Rate Schedule RTS
                       Shippers with load
<PAGE>


                       factors of 50% or less.


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 Issued on: March 24, 2000                       Effective: March 24, 2000
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  Ninth                                    RATES
 Revised                         (All Rates in $ Per Dth)
  Sheet
  No. 5
                Rate         INJECTION/WITHDRAWAL    DAILY BALANCE
                Schedule               1/

                             Maximum     Minimum   Maximum   Minimum

                PAL:          0.0020     0.0000     0.0154   0.0000

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

                1/   Subject to the ACA Adjustments stated on Sheet
                     No.4A

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 Issued on: March 24, 2000                       Effective: March 24, 2000
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  Second                STATEMENT OF NEGOTIATED RATES       1/,   3/
  Revised
   Sheet          Customer Name:        Duke Energy         Duke Energy
   No. 6                                  Trading            Trading
                                     and Marketing, LLC and Marketing, LLC

                  Contract Number:         790-20             790-21
                  Rate Schedule:            RTS                 RTS
                  Contract Demand:      30,000 dth          30,150 dth
                                         (Maximum)           (Maximum)
                  Demand Charge              4/                 4/
                  2/
                  Commodity Charge        $0.0024             $0.0030
                    2/
                  Primary Receipt Point(s):
                         Name           So. Commack           Wright
                  Primary Delivery Point(s):
                         Name              Wright           Waddington

                  Notes:

                  1/     Unless otherwise noted, negotiated contracts do not
                         deviate in any material respect from the applicable
                         form of service agreement set forth in Iroquois' FERC
                         Gas Tariff.

                  2/     Unless otherwise noted, rates are exclusive of
                         all surcharges.

                  3/     Unless otherwise noted, this tariff sheet reflects the
                         essential elements of the negotiated

<PAGE>

                         contracts, including a specification of all
                         consideration.

                  4/     The minimum daily demand charge per dth of
                         contract demand shall be $0.01/dth. The daily
                         demand charge shall be equal to 50% multiplied by
                         [33% of the Midpoint for Citygates: Texas Eastern
                         M-3, as reported in Gas Daily's "Daily Price
                         Survey" for the day of service; plus 33% of the
                         Midpoint for Citygates: Transco Non-NY, as
                         reported in Gas Daily's "Daily Price Survey" for
                         the day of service; plus 34% of the Midpoint for
                         Citygates: Iroquois Zone 2, as reported in Gas
                         Daily's "Daily Price Survey" for the day of
                         service; Less the Midpoint for Canadian Gas:
                         Iroquois, as reported in Gas Daily's "Daily Price
                         Survey" for the day of service; Less all
                         applicable surcharges; Less Transporter's
                         applicable minimum commodity rate as set forth in
                         Rate Schedule RTS of Transporter's FERC approved
                         Gas Tariff; Less the applicable measurement
                         variance/fuel use factor cost "MVFU factor" (the
                         MVFU factor cost shall be calculated by taking
                         the Canadian Gas: Iroquois price as reported in
                         Gas Daily divided by (1 minus the MVFU factor)
                         multiplied by the MVFU factor.)] The daily
                         reservation charge may exceed the maximum demand
                         rate as set forth in Rate Schedule RTS of
                         Transporter's FERC approved Gas Tariff (the "Rate
                         Schedule"). Where the daily demand charge
                         calculated using the above formula exceeds the
                         maximum demand rate as set forth in Rate Schedule
                         RTS, the daily demand charge to be paid by
                         Shipper shall be the maximum demand rate plus 85%
                         of the difference between the maximum demand rate
                         and the daily demand charge calculated using the
                         above formula.

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 Issued on: May 1, 2000                             Effective: May 1, 2000
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      Original              Reserved for future use.
        Sheet
        No. 7


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 Issued on: November 4, 1999                   Effective: November 4, 1999
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      Original              Reserved for future use.
        Sheet
        No. 8

<PAGE>

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 Issued on: November 4, 1999                   Effective: November 4, 1999
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 First                              RATE SCHEDULE RTS
Revised                    FIRM RESERVED TRANSPORTATION SERVICE
 Sheet
 No. 9        1.   AVAILABILITY

              This Rate Schedule RTS is available for natural gas transportation
              service by Transporter to any Shipper, where:

                   (a) Shipper has made a valid request as defined in Section 3
                   of the General Terms and Conditions of Transporters currently
                   effective FERC Gas Tariff or Shipper has released capacity
                   under Section 28 of the General Terms and Conditions of
                   Transporters currently effective FERC Gas Tariff;

                   (b)   Shipper and Transporter have entered into a Gas
                   Transportation Contract for Firm Reserved Service under
                   this Rate Schedule;

                   (c) Transporter has capacity available to render the
                   transportation service pursuant to Section 3 of this Rate
                   Schedule and Section 4 of the General Terms and Conditions of
                   Transporters currently effective FERC Gas Tariff or Shipper
                   will utilize firm capacity released under Section 28 of the
                   General Terms and Conditions of Transporters currently
                   effective FERC Gas Tariff;

                   (d) Except where the Shipper is both the ultimate consumer
                   and the producer of the transported gas, contracts have been
                   entered into by or on behalf of Shipper for the purchase or
                   sale of natural gas, as the case may be, and for the delivery
                   of such gas to Transporter at one more receipt points on
                   Transporters system;

                   (e) Either (1) Shipper's natural gas facilities or the
                   facilities where the gas is to be consumed interconnect with
                   Transporters natural gas transmission system at one or more
                   Delivery Points, or (2) contracts have been or will be
                   entered into on behalf of Shipper for the further
                   transportation of the gas from Transporters system to such
                   facilities;

                   (f) all necessary regulatory and governmental approvals to
                   purchase and sell, transport and, if appropriate, import the
                   natural gas to be transported by Transporter have been
                   obtained;

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 Issued on: December 1, 1993                       Effective: June 1, 1994
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 Second                       RATE SCHEDULE RTS (Continued)

<PAGE>


Revised
 Sheet             (g)   Shipper has met Transporters Financial
 No. 10            Creditworthiness criteria as set forth in Section 3 of
                   the General Terms and Conditions.

              2.   APPLICABILITY AND CHARACTER OF SERVICE

              Transportation provided under this Rate Schedule RTS shall be firm
              reserved transportation service and shall have priority over all
              other transportation service provided by Transporter; provided,
              however, such service shall be subject to the terms of any Release
              Agreement executed concurrently with the execution of a Gas
              Transportation Contract for Firm Reserved Service with a
              Replacement Shipper as defined in Section 28 of the General Terms
              and Conditions of Transporters currently effective FERC Gas
              Tariff; and, Capacity Release provisions set forth in Section 28
              of the General Terms and Conditions, such service shall have the
              same priority as the released capacity under the terms of this
              Rate Schedule.

              3.   REQUESTS FOR SERVICE
                   3.1   Priority of Requests.
                   New transportation service pursuant to this Rate Schedule RTS
                   is subject to the availability of firm capacity. In the event
                   Transporter, in its sole discretion, determines that existing
                   firm transportation capacity, other than that available
                   through the applicable provisions of Sections 28 and 29 of
                   the General Terms and Conditions, is available and
                   Transporter does not require such capacity to meet the
                   existing firm transportation entitlements of existing
                   shippers, then Transporter shall post on its EBB notice
                   thereof, which notice shall include all relevant terms and
                   conditions pertaining to such capacity. Transporter shall
                   solicit bids for such capacity in the form of Service Request
                   Forms at least the following periods:

                        a.   One (1) business day for firm capacity which
                        will be available for one month or less;

                        b.   Five (5) business days for firm capacity which
                        will be available for more than one moth but less
                        than twelve months; and


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 Issued on: October 31, 1995                   Effective: December 1, 1995
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Substitute                      RATE SCHEDULE RTS (Continued)
   Fifth
  Revised                  c.   Fifteen (15) business days for firm
   Sheet                   capacity which will be available for twelve
  No. 11                   months or longer.

                         If there is inadequate firm transportation capacity to
                         satisfy all prospective Shippers bids, available
<PAGE>


                         firm transportation capacity shall be allocated to
                         those prospective Shippers submitting the best bid(s)
                         as determined in accordance with the provisions of
                         Sections 3.2 and 3.3 hereof. In the event Transporter
                         proposes to construct facilities to provide incremental
                         firm transportation services, then Transporter will
                         conduct an open season for the capacity which will be
                         made available; all relevant terms and conditions
                         pertaining to such capacity, including the method for
                         allocation, shall be posted on Transporters EBB.

                         3.2 Best Bid Determination.
                         Transporter shall evaluate all bids on a
                         non-discriminatory, objective basis and determine the
                         best bid (s): (1) within one day of the closing of the
                         open season where all bidders have requested short-term
                         (less than twelve (12) months) capacity and (2) within
                         two (2) weeks of the closing of the open season where
                         at least one bidder has requested long - term (twelve
                         (12) months or more) capacity. Available capacity shall
                         be allocated to prospective Shippers in accordance with
                         one of the following two methods (with the specific
                         method to be identified in Transporters notice of the
                         availability of firm capacity):

                             (a) Highest present value of the per unit
                             Transportation Demand Rate to be paid over the term
                             of the service as determined in accordance with
                             Section 3.3 hereof; or

                             (b) Highest rate bid;

                         provided, however, that Transporter will not be
                         obligated to accept any offer for transportation
                         service at less than Transporters maximum authorized
                         FERC Gas Tariff rate. For the purposes of this section,
                         the best bid(s) as calculated above shall be the bid(s)
                         which provide the greatest economic value to
                         Transporter. In the event that Transporter receives a
                         bid at a Negotiated Rate or at a rate to be determined
                         under a Negotiated Rate Formula, for the purpose of
                         determining the greatest economic value to Transporter,
                         the value of such rate shall be determined in
                         accordance with the provisions of Section 3.3 hereof
                         and Section 32 of the General Terms and Conditions and
                         shall in no event exceed the Recourse Rate. In

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 Issued on: June 10, 1998                     Effective: November 16, 1997
--------------------------------------------------------------------------------

Substitute                      RATE SCHEDULE RTS (Continued)
  Second

<PAGE>


  Revised             the event Transporter receives two or more bids of
   Sheet              equal value, then under method (a) the best bid shall
  No. 11A             be the bid with the shortest term and under method
                      (b) the best bid shall be the bid with the longest term.
                      If two or more potential Shippers submit best bids,
                      Transporter will pro-rate capacity on the basis of the
                      quantities bid; Shippers shall notify Transporter within
                      one (1) Business Day of their acceptance of such pro-rata
                      share of short-term capacity (less than twelve months) and
                      within five (5) Business Days of their acceptance of such
                      pro-rata share of long-term capacity (twelve months or
                      longer). In the event that any prospective Shipper elects
                      not to enter into a Gas Transportation Contract for its
                      pro-rata share of such capacity, such capacity shall be
                      reallocated among the other prospective Shippers on a
                      pro-rata basis up to their requested Maximum Input
                      Quantities or Maximum Equivalent Quantities. Transporter
                      will post the results of the bidding process after a Gas
                      Transportation Contract has been executed.

                      3.3 Present Value Calculation. For purposes of evaluating
                      and determining the best bid in accordance with Section
                      3.2 hereof, the present value of the Transportation Demand
                      Rate to be paid over the term of the proposed service
                      shall be calculated in the following manner:



                       where:   PV = present value of the rate

                                     A = fraction of unit rate, such that:

                                          A= proposed rate
                                                maximum rate

                                     i = monthly equivalent of
                                     Transporter's approved overall
                                     rate of return

                                     n = term of the agreement, in
                                     months.

                      In the event that Transporter receives a bid at a
                      Negotiated Rate or a rate under a Negotiated Rate
                      Formula that includes a revenue guarantee such as a
                      usage charge associated with a minimum volume
                      commitment, Transporter shall calculate the present
                      value per unit of the rate generated by such bid, to
                      the extent of any revenue guarantee such as a minimum
                      volume commitment, in the same manner that it
                      determines the present value of the per unit
                      Transportation Demand Rate. In
<PAGE>

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 Issued on: June 10, 1998                     Effective: November 16, 1997
--------------------------------------------------------------------------------


  Sub.                        RATE SCHEDULE RTS (Continued)
 Fourth
Revised            the event that such a bid also includes a demand or
 Sheet             reservation rate, the present value of such bid shall be
No. 11B            the sum of the present value of the Transportation
                   Demand Rate and the present value of the rate generated
                   by the revenue guarantee.

                   3.4 Transportation Contracting. Submission of a bid in the
                   form of a Service Request Form pursuant to Section 3.1 hereof
                   shall constitute a binding offer by the submitting Shipper to
                   enter into a Gas Transportation Contract incorporating the
                   terms of the bid. A prospective Shipper, however, may
                   withdraw its bid prior to the close of the period set forth
                   in Section 3.1; provided that such prospective Shipper may
                   not resubmit a lower bid, but may submit a higher bid for the
                   same capacity. In the event a potential Shipper's bid is
                   accepted, and such potential Shipper otherwise meets all
                   availability conditions of Section 1 of this Rate Schedule,
                   including Transporter's Financial Creditworthiness criteria
                   as set forth in Section 3 of the General Terms and
                   Conditions, Transporter shall forward to Shipper for
                   execution a Gas Transportation Contract which sets forth the
                   terms of such bid. Shipper shall have five (5) business days
                   from the date specified in the letter accompanying the Gas
                   Transportation Contract to execute and return to Transporter
                   the Gas Transportation Contract; service shall not commence
                   until the Gas Transportation Contract has been executed.

              4.   RATES

                   4.1 Applicable Rates. The applicable Maximum and Minimum
                   Transportation Demand Rates and Transportation Commodity
                   Rates and the applicable GRI and ACA Adjustments, Deferred
                   Asset Surcharge, and Transportation Cost Rate Adjustment, as
                   defined in Section 12 of the General Terms and Conditions,
                   for firm reserved transportation service under this Rate
                   Schedule are set forth in the currently effective Sheet No. 4
                   of this FERC Gas Tariff and are hereby incorporated herein.
                   When a Shipper has agreed to pay a Negotiated Rate or a rate
                   under a Negotiated Rate Formula, the rates assessed hereunder
                   shall be governed by Section 32 of the General Terms and
                   Conditions of this Tariff and the terms of the Gas
                   Transportation Contract between Shipper and Transporter.

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 Issued on: September 15, 1998                  Effective: August 31, 1998

<PAGE>

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


 Second                       RATE SCHEDULE RTS (Continued)
Revised
 Sheet             4.2   Transportation Rates
 No. 12
                        (a)  Transportation Commodity Rates

                             (1) Maximum and Minimum Transportation Commodity
                             Rates. The Maximum and Minimum Transportation
                             Commodity Rates for each Dth of Scheduled
                             Equivalent Quantity at each Delivery Point shall be
                             the Maximum and Minimum Commodity Rates reflected
                             for Rate Schedule RTS from time to time on the
                             currently effective Sheet No. 4 of this FERC Gas
                             Tariff.

                             (2) Discounted Transportation Commodity Rate. The
                             discounted Transportation Commodity Rate shall be
                             the dollar amount per Dth of Scheduled Equivalent
                             Quantity at each Delivery Point as specified by
                             Transporter in a notice to Shipper, which amount
                             shall be less than the maximum. Transportation
                             Commodity Rate but equal to or greater than the
                             Minimum Transportation Commodity Rate.

                             (3) Intra-Zone Transportation Commodity Rate.
                             Separately stated Transportation Commodity Rates
                             shall apply to the provision of firm reserved
                             transportation service within Transporters Zone 1,
                             as defined in Section 2.30 of the General Terms and
                             Conditions, and within Transporters Zone 2, as
                             defined in Section 2.31 of the General Terms and
                             Conditions. The Zone 1 Transportation Commodity
                             Rate shall apply to each Dth of Scheduled
                             Equivalent Quantity at any Delivery Point located
                             in Transporters Zone 1 which corresponds to a Dth
                             of Scheduled Input Quantity at any Receipt Point
                             located in Transporters Zone 1. The Zone 2
                             Transportation Commodity Rate shall apply to each
                             Dth of Scheduled Equivalent Quantity at any
                             Delivery Point located in Transporters Zone 2 which
                             corresponds to a Dth of Scheduled Input Quantity at
                             any Receipt Point located in Transporters Zone 2

--------------------------------------------------------------------------------
 Issued on: March 29, 1996                          Effective: May 1, 1996
--------------------------------------------------------------------------------


  Sub.                        RATE SCHEDULE RTS (Continued)
 Third

<PAGE>

Revised                 (4)   Inter-Zone Transportation Commodity Rate. A
 Sheet                  separately stated Transportation Commodity Rate,
 No. 13                 equal to the sum of the Zone 1 Transportation
                        Commodity Rate and the Zone 2 Transportation Commodity
                        Rate, shall apply to each Dth of Scheduled Equivalent
                        Quantity at any Delivery Point located in Transporter?s
                        Zone 2 which corresponds to a Dth of Scheduled Input
                        Quantity at any Receipt Point located in Transporter?s
                        Zone 1 and to each Dth of Scheduled Equivalent Quantity
                        at any Delivery Point located in Transporter's Zone 1
                        which corresponds to a Dth of Scheduled Input Quantity
                        at any Receipt Point located in Transporter's Zone 2.

                         (b) Transportation Demand Rates

                        (1) Maximum and Minimum Transportation Demand Rates. The
                        Maximum and Minimum Transportation Demand Rate for each
                        Dth of the Maximum Input Quantity at each Receipt Point
                        shall be the Maximum and Minimum Demand Rates reflected
                        for Rate Schedule RTS from time to time on the currently
                        effective Sheet No. 4 of this FERC Gas Tariff.

                        (2) Discounted Transportation Demand Rate. The
                        Discounted Transportation Demand Rate for any Dth of the
                        Maximum Input Quantity at each Receipt Point shall be
                        the dollar amount per Dth of Maximum Input Quantity
                        specified by Transporter in a notice to Shipper, which
                        amount shall be less than the Maximum Transportation
                        Demand Rate but equal to or greater than the Minimum
                        Transportation Demand Rate. Except as otherwise mutually
                        agreed between Shipper and Transporter, the Discounted
                        Transportation Demand Rate shall apply to all quantities
                        which Shipper nominates under its Gas Transportation
                        Contract to be received and delivered by Transporter at
                        the Receipt Point(s) and Delivery Point(s),
                        respectively, specified in such notice to Shipper. The
                        Discounted Transportation Demand Rate shall not apply to
                        any quantities which Shipper, or any Replacement Shipper
                        that has acquired capacity released by such Shipper
                        under its Gas Transportation Contract pursuant to
                        Section 28 of the General Terms and Conditions of this
                        tariff, nominates to be received or delivered under its
                        Gas Transportation Contract at a Receipt or Delivery
                        Point not specified in such notice to Shipper. For
                        purposes of applying this paragraph, the daily Maximum
                        Transportation Demand Rate shall be determined by
                        multiplying the Maximum Transportation Demand Rate
                        reflected from time to time on the currently effective
                        Sheet No. 4 of this tariff by twelve (12) and dividing
                        the product by 365.

<PAGE>


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 Issued on: January 15, 1997                    Effective: January 1, 1997
--------------------------------------------------------------------------------


Original                       RATE SCHEDULE RTS (Continued)
  Sheet
 No. 13A                 (3)   Intra-Zone Transportation Demand Rate.
                         Separately stated Transportation Demand Rates
                         shall apply to the provision of firm reserved
                         transportation service within Transporters Zone 1,
                         as defined in Section 2.30 of the General Terms
                         and Conditions, and within Transporters Zone 2, as
                         defined in Section 2.31 of the General Terms and
                         Conditions. The Zone 1 Transportation Demand Rate
                         shall apply to each Dth of Maximum Equivalent
                         Quantity at any Primary Delivery Point located in
                         Transporter?s Zone 1 which corresponds to a Dth of
                         Maximum Input Quantity at any Primary Receipt
                         Point located in Transporter?s Zone 1, as
                         reflected in the Schedule 1 and Schedule 2
                         appended to the Gas Transportation Contract
                         between Transporter and Shipper in

--------------------------------------------------------------------------------
 Issued on: November 29, 1996                   Effective: January 1, 1997
--------------------------------------------------------------------------------


 Fourth                       RATE SCHEDULE RTS (Continued)
Revised
 Sheet                  effect as of the date of such contract. The Zone 2
 No. 14                 Transporta- tion Demand Rate shall apply to each
                        Dth of Maximum Equivalent Quantity at any Primary
                        Delivery Point located in Transporter's Zone 2 which
                        corresponds to a Dth of Maximum Input Quantity at any
                        Primary Receipt Point located in Transporter's Zone 2,
                        as reflected in the Schedule 1 and Schedule 2 appended
                        to the Gas Transportation Contract between Transporter
                        and Shipper in effect as of the date of such contract.

                        (4) Inter-Zone Transportation Demand Rate. A separately
                        stated Transportation Demand Rate shall apply to each
                        Dth of Maximum Equivalent Quantity at any Primary
                        Delivery Point located in Transporter's Zone 2 which
                        corresponds to a Dth of Maximum Input Quantity at any
                        Primary Receipt Point located in Transporter's Zone 1,
                        as reflected in the effective Schedule 1 and Schedule 2
                        appended to the Gas Transportation Contract between
                        Transporter and Shipper, and to each Dth of Maximum
                        Equivalent Quantity at any Primary Delivery Point
                        located in Transporter's Zone 2, as reflected in the
                        effective Schedule 1 and Schedule 2 appended to the Gas
                        Transportation Contract between Transporter and Shipper.
<PAGE>

                   4.3 Monthly Bill. The monthly bill for firm reserved
                   transportation service rendered under this Rate Schedule
                   shall consist of a Transportation Demand Charge, a
                   Transportation Commodity Charge, the GRI, ACA and Deferred
                   Asset Surcharges, certain Revenue Sharing Credits, and any
                   applicable Capacity Release Credits; provided, however, that
                   when a Shipper has agreed to a Negotiated Rate or a rate
                   under a Negotiated Rate Formula, the monthly bill shall be
                   determined in accordance with the provisions of Section 32 of
                   the General Terms & Conditions and the terms of the Gas
                   Transportation Contract between Transporter and Shipper. The
                   monthly bill shall be determined as follows:

                        (a) Transportation Demand Charge. For each month, the
                        Transportation Demand Charge payable by Shipper shall,
                        subject to any discount as provided herein, be equal to
                        the applicable Maximum Transportation Demand Rate
                        multiplied by the Maximum Input Quantity as specified in
                        Shippers Gas Transportation Contract. The Transportation
                        Demand Charge is payable notwithstanding any failure to
                        deliver all or any portion of Shipper's Input Quantities
                        to Transporter at each

--------------------------------------------------------------------------------
 Issued on: March 24, 2000                       Effective: March 24, 2000
--------------------------------------------------------------------------------


 Fourth                       RATE SCHEDULE RTS (Continued)
Revised
 Sheet                  Receipt Point during such month for any reason
 No. 15                 whatsoever including force majeure.

                        (b) Transportation Commodity Charge. For each month, the
                        Transportation Commodity Charge payable by Shipper
                        shall, subject to any discount as provided herein, be
                        equal to the applicable Maximum Transportation Rate
                        multiplied by the sum of the Scheduled Equivalent
                        Quantities nominated by Shipper during such month.

                        (c) GRI Surcharge. For each month, the GRI Demand
                        Surcharge payable by Shipper shall be equal to the
                        applicable GRI Demand Rate, as stated on the currently
                        effective Sheet No. 4 of this FERC Gas Tariff,
                        multiplied by the Maximum Input Quantity as specified in
                        Shipper's Gas Transportation Contract. For each month,
                        the GRI Commodity Surcharge payable by Shipper shall be
                        equal to the applicable GRI Commodity Rate, as stated on
                        the currently effective Sheet No. 4 of this FERC Gas
                        Tariff, multiplied by the sum the Scheduled Equivalent
                        Quantities nominated by Shipper during such month.
<PAGE>

                        (d) ACA Surcharge. For each month, the ACA Surcharge
                        payable by Shipper shall be equal to the applicable ACA
                        Rate, as stated on the currently effective Sheet No. 4
                        of this FERC Gas Tariff, multiplied by the sum of the
                        Scheduled Equivalent Quantities nominated by Shipper
                        during such month at each Delivery Point for
                        transportation from each Receipt Point.

                        (e) Deferred Asset Surcharge. For each month, the
                        Deferred Asset Surcharge payable by Shipper shall be
                        equal to the applicable Deferred Asset Rate for the
                        applicable Zone, as stated on the currently effective
                        Sheet No. 4 of this FERC Gas Tariff, multiplied by the
                        sum of the Scheduled Equivalent Quantities nominated by
                        Shipper during such month. For each month, the Deferred
                        Asset Intra-Zone and Inter-Zone Rates shall be applied
                        in the same manner as the Intra-Zone and Inter-Zone
                        Transportation Rates.

                        (f)   RESERVED FOR FUTURE USE.

--------------------------------------------------------------------------------
 Issued on: March 24, 2000                       Effective: March 24, 2000
--------------------------------------------------------------------------------


  Second             RATE SCHEDULE RTS (Continued)
  Revised
   Sheet
  No. 15A
                             RESERVED FOR FUTURE USE

--------------------------------------------------------------------------------
 Issued on: November 29, 1996                   Effective: January 1, 1997
--------------------------------------------------------------------------------


   First             RATE SCHEDULE RTS (Continued)
  Revised
   Sheet
  No. 15B
                             RESERVED FOR FUTURE USE

--------------------------------------------------------------------------------
 Issued on: November 29, 1996                   Effective: January 1, 1997
--------------------------------------------------------------------------------


 Fifth                        RATE SCHEDULE RTS (Continued)
Revised
 Sheet                  (g)   Capacity Release Credits. For each month, the
 No. 16                 Transportation Demand Charge shall be credited by
                        the Transportation Demand Charge (or its volumetric
                        equivalent as determined pursuant to Section 28.14 of
                        the General Terms and Conditions) billed by the
<PAGE>


                        Transporter to any Replacement Shipper (s) as that term
                        is defined in Section 28 of the General Terms and
                        Conditions of Transporters currently effective FERC Gas
                        Tariff (hereinafter the "Replacement Demand Charge"), if
                        any, under the Capacity Release provisions set forth in
                        Section 28 of the General Terms and Conditions, with any
                        Capacity Release marketing fees as set forth in Section
                        28 of the General Terms and Conditions to be deducted
                        from such credit. Nothing herein is intended to relieve
                        Shipper of its obligation to pay to Transporter the full
                        amount of the Transportation Demand Charge for any month
                        in which the Replacement Shipper fails to pay all or any
                        portion of the Replacement Demand Charge (or its
                        volumetric equivalent as determined pursuant to Section
                        28.14 of the General Terms and Conditions).

                   4.4   Discounted Rates.
                   For purposes of administering rates under this Rate Schedule
                   RTS, Transporter shall have the right to discount the Maximum
                   Transportation Demand Rates and Maximum Transportation
                   Commodity Rates for firm reserved transportation service
                   under this Rate Schedule RTS and to charge a lower rate for
                   some or all of the service performed under this Rate
                   Schedule, so long as such discounting is necessary to meet
                   competitive conditions existing at the time; provided,
                   however, that in no event shall rates charged under this Rate
                   Schedule be less than Transporters system weighted average
                   variable costs, specified herein as the Minimum
                   Transportation Demand Rates and Minimum Transportation
                   Commodity Rates for firm reserved service. Transporter shall
                   not be obligated to offer service at discount rates; however,
                   to the extent such discounted service is offered, it shall be
                   offered on a non-discriminatory basis. For each transaction
                   discounted pursuant to this provision, the amount of the
                   discount shall be apportioned among the components of the
                   rate in the following order: first to the GRI Surcharge and
                   then to the base rates. Unless otherwise specified, a
                   discounted rate does not apply to alternate Receipt or
                   Delivery Points.

                   4.5   Negotiated Rates.
                   For purposes of administering rates under this Rate
                   Schedule RTS, Transporter

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


 Third                        RATE SCHEDULE RTS (Continued)
Revised
 Sheet             shall have the right to reach an agreement with a
 No. 17            Shipper to charge Negotiated Rates or rates under a
                   Negotiated Rate Formula. Such rates shall be governed by

<PAGE>


                   Section 32 of the General Terms and Conditions of
                   Transporter's Tariff.

              5.   GENERAL TERMS AND CONDITIONS

              Shipper shall provide Transporter with such information as is
              needed to meet the requirements placed on Transporter pursuant to
              18 CFR 284. All of the General Terms and Conditions of
              Transporters effective FERC Gas Tariff, and any revisions thereof
              that may be proposed and made effective from time to time
              hereafter, shall apply to and are made a part of this Rate
              Schedule.

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


Original            RATE SCHEDULE RTS (Continued)
  Sheet
   No.
  18-25
                  SHEET NOS. 18 THROUGH 25 RESERVED
                           FOR FUTURE USE

--------------------------------------------------------------------------------
 Issued on: March 22, 1993                    Effective: September 1, 1993
--------------------------------------------------------------------------------


 First                              RATE SCHEDULE ITS
Revised                    INTERRUPTIBLE TRANSPORTATION SERVICE
 Sheet
 No. 26       1.   AVAILABILITY

              This Rate Schedule ITS is available for natural gas transportation
              service by Transporter to any Shipper, where:

                   (a) Shipper has made a valid request as defined in Section 3
                   of the General Terms and Conditions of Transporters currently
                   effective FERC Gas Tariff;

                   (b) Shipper and Transporter have entered into a Gas
                   Transportation Contract for Interruptible Service under this
                   Rate Schedule.

                   (c) Transporter has capacity available to render the
                   transportation service pursuant to Section 3 of this Rate
                   Schedule and Section 4 of the General Terms and Conditions of
                   Transporters currently effective FERC Gas Tariff;

                  (d) Except where the Shipper is both the ultimate consumer and
                   the producer of the transported gas, contracts have been
                   entered into by or on behalf of Shipper for the purchase or
                   sale of natural gas, as the case may be, and for the delivery
                   of such gas to
<PAGE>


                   Transporter at one or more Receipt Points on Transporters
                   system;

                   (e) either (1) Shippers natural gas facilities or the
                   facilities where the gas is to be consumed interconnect with
                   Transporters natural gas transmission system at one or more
                   Delivery Points, or (2) contracts have been or will be
                   entered into on behalf of Shipper for the further
                   transportation of the gas from Transporters system to such
                   facilities;

                   (f) all necessary regulatory and governmental approvals to
                   purchase and sell, transport and, if appropriate, import the
                   natural gas to be transported by Transporter have been
                   obtained;

                   (g) Shipper has met Transporters Financial Creditworthiness
                   criteria as set forth in Section 3 of the General Terms and
                   Conditions.

--------------------------------------------------------------------------------
 Issued on: December 1, 1993                       Effective: June 1, 1994
--------------------------------------------------------------------------------


  Sub.                        RATE SCHEDULE ITS (Continued)
 Fifth
Revised       2.   APPLICABILITY AND CHARACTER OF SERVICE
 Sheet
 No. 27       This Rate Schedule ITS and the rates set forth herein shall
              apply to all interruptible transportation service rendered under
              Gas Transportation Contracts for such service whenever
              Transportation is able and willing to offer such interruptible
              transportation service. Transportation service provided hereunder
              is subject to curtailment or interruption as Transporter deems
              necessary.

              3.   REQUESTS FOR SERVICE

                   3.1 Priority of Requests. Transportation service pursuant to
                   this ITS Rate Schedule is subject to the availability of
                   interruptible capacity. Allocation of interruptible capacity
                   shall be in accordance the terms and conditions of Section 4
                   of the General Terms and Conditions of Transporter's
                   currently effective FERC Gas Tariff.

                   3.2 Gas Transportation Contract To Be Executed. Within thirty
                   days after Transporter accepts and validates a completed
                   request for service under Section 3.7 of the General Terms
                   and Conditions, including all information required for a
                   credit evaluation as specified in Section 3.4 of the General
                   Terms and Conditions, Transporter shall tender to Shipper a
                   Gas Transportation Contract. In the event the Gas
                   Transportation Contract is not executed by Shipper and
                   returned within five (5) days after Transporter tendered such
                   contract to Shipper,
<PAGE>


                   Shipper's request for transportation shall be null and void.
                   Service shall not commence until The Gas Transportation
                   Contract has been executed.

              4.   RATES

                   4.1 Applicable Rates. The applicable Maximum and Minimum
                   Transportation Commodity Rates and the applicable GRI and ACA
                   Adjustments, Deferred Asset Surcharge, and Transportation
                   Cost Rate Adjustment, as those terms are defined in Section
                   12 of the General Terms and Conditions of Transporter's
                   currently effective FERC Gas Tariff, for interruptible
                   transportation service under this Rate Schedule are set forth
                   in Sheet No. 4 of Transporter's currently effective FERC Gas
                   Tariff and are hereby incorporated herein. When a Shipper has
                   agreed to pay a Negotiated Rate or a rate under a Negotiated
                   Rate Formula, the rates assessed hereunder shall be governed
                   by Section 32 of the General Terms and Conditions of this
                   Tariff and the terms

--------------------------------------------------------------------------------
 Issued on: September 15, 1998                  Effective: August 31, 1998
--------------------------------------------------------------------------------


 Fourth                       RATE SCHEDULE ITS (Continued)
Revised
 Sheet             of the Gas Transportation Contract between Shipper and
 No. 28            Transporter.

                       4.2 Transportation Commodity Rates

                        (a) Maximum and Minimum Transportation Commodity Rates.
                        The Maximum and Minimum Transportation Commodity Rates
                        for each Dth of Scheduled Equivalent Quantity at each
                        Delivery Point shall be the Maximum and Minimum
                        Transportation Rates reflected for Rate Schedule ITS
                        from time to time on the currently effective Sheet No. 4
                        of this FERC Gas Tariff.

                        (b) Discounted Transportation Commodity Rate. The
                        Discounted Transportation Commodity Rate shall be the
                        dollar amount per Dth of Scheduled Equivalent Quantity
                        at each Delivery Point as specified by Transporter in a
                        notice to Shipper, which amount shall be less than the
                        Maximum Transportation Commodity Rate but equal to or
                        greater than the Minimum Transportation Commodity Rate.

                        (c) Intra-Zone Transportation Commodity Rate. Separately
                        stated Transportation Commodity Rate shall apply to the
                        provisions of firm reserved transportation service
                        within Transporters Zone 1, as defined in Section 2.30
                        of the General Terms and

<PAGE>


                        Conditions, and within Transporters Zone 2, as defined
                        in Section 2.31 of the General Terms and Conditions. The
                        Zone 1 Transportation Commodity Rate shall apply to each
                        Dth of Scheduled Equivalent Quantity at any Delivery
                        Point located in Transporters Zone 1 which corresponds
                        to a Dth of Scheduled Input Quantity at any Receipt
                        Point located in Transporters Zone 1. The Zone 2
                        Transportation Commodity Rate shall apply to each Dth of
                        Scheduled Equivalent Quantity at any Delivery Point
                        located in Transporters Zone 2 which corresponds to a
                        Dth of Scheduled Input Quantity at any Receipt Point
                        located in Transporters Zone 2.

                        (d) Inter-Zone Transportation Commodity Rate. A
                        separately stated Transportation Commodity Rate shall
                        apply to each Dth of Scheduled Equivalent Quantity at
                        any Delivery Point located in Transporters Zone 2 which
                        corresponds to a Dth of Scheduled Input Quantity at any
                        Receipt Point located in Transporters Zone 2 which
                        corresponds to a Dth of Scheduled Input Quantity at any
                        Receipt Point located in Transporters Zone 1 and to each
                        Dth of Scheduled Equivalent Quantity at any Delivery
                        Point located in Transporters Zone 1 which

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


 Fourth                       RATE SCHEDULE ITS (Continued)
Revised
 Sheet                  corresponds to a Dth of Scheduled Input Quantity at
 No. 29                 any Receipt Point located in Transporter's Zone 2.

                   4.3 Monthly Bill. The monthly bill for interruptible
                   transportation service rendered under this Rate Schedule
                   shall consist of a Transportation Commodity Charge and the
                   GRI, ACA and Deferred Asset Surcharges; provided, however,
                   that when a Shipper has agreed to a Negotiated Rate or a rate
                   under a Negotiated Rate Formula, the monthly bill shall be
                   determined in accordance with the provisions of Section 32 of
                   the General Terms and Conditions and the terms of the Gas
                   Transportation Contract between Transporter and Shipper. The
                   monthly bill shall be determined as follows:

                        (a) Transportation Commodity Charge. For each month, the
                        Transportation Commodity Charge payable by each Shipper
                        shall, subject to any discount as provided herein, be
                        equal to the applicable Maximum Transportation Commodity
                        Rate multiplied by the sum of the Scheduled Equivalent
                        Quantities nominated by Shipper during such month.

                        (b) GRI Surcharge. For each month, the GRI
<PAGE>

                        Surcharge payable by Shipper shall be equal to the
                        applicable GRI Commodity Rate, as stated on the
                        currently effective Sheet No. 4 of this FERC Gas Tariff,
                        multiplied by the sum of the Scheduled Equivalent
                        Quantities nominated by Shipper during such month.

                        (c) ACA Surcharge. For each month, the ACA Surcharge
                        payable by Shipper shall be equal to the applicable ACA
                        Rate, as stated on the currently effective Sheet No. 4
                        of this FERC Gas Tariff, multiplied by the sum of the
                        Scheduled Equivalent Quantities nominated by Shipper
                        during such month at each Delivery Point for
                        transportation from each Receipt Point.

                        (d) Deferred Asset Surcharge. For each month, the
                        Deferred Asset Surcharge payable by Shipper shall be
                        equal to the applicable to the Deferred Asset Surcharge
                        Rate for the applicable Zone, as stated on the currently
                        effective Sheet No. 4 of this FERC Gas Tariff,
                        multiplied by the sum of the Scheduled Equivalent
                        Quantities nominated by Shipper during such month. For
                        each month, the Deferred Asset Intra-Zone and Inter-Zone
                        Rates shall be applied in the same manner as the

--------------------------------------------------------------------------------
 Issued on: March 24, 2000                       Effective: March 24, 2000
--------------------------------------------------------------------------------


 Fifth                        RATE SCHEDULE ITS (Continued)
Revised
 Sheet                  Intra-Zone Transportation and Inter-Zone
 No. 30                 Transportation Commodity Rates.

                        (e)   RESERVED FOR FUTURE USE.

                   4.4 Discounted Rates. For purposes of administering rates
                   under this Rate Schedule ITS Transporter shall have the right
                   to discount the Maximum Transportation Commodity Rates for
                   interruptible transportation service under this Rate Schedule
                   ITS and to charge a lower rate for some or all of the
                   services performed under this Rate Schedule, so long as such
                   discounting is necessary to meet competitive conditions
                   existing at the time; provided, however, that in no event
                   shall rates charged under this Rate Schedule be less than
                   Transporter's system weighted average variable costs,
                   specified herein as the Minimum Transportation Commodity
                   Rates for interruptible service. Transporter shall not be
                   obligated to offer service at discount rates; however, to the
                   extent such discounted service is offered, it shall be
                   offered on a non-discriminatory basis. For each transaction
                   discounted pursuant to this provision, the amount of the
                   discount shall be apportioned among the

<PAGE>


                   components of the rate in the following order: first to the
                   GRI Surcharge and then to the base rates. Unless otherwise
                   specified, a discounted rate does not apply to alternate
                   Receipt or Delivery Points.

                   4.5 Negotiated Rates. For purposes of administering rates
                   under this Rate Schedule ITS, Transporter shall have the
                   right to reach an agreement with a Shipper to charge
                   Negotiated Rates or rates under a Negotiated Rate Formula.
                   Such rates shall be governed by Section 32 of the General
                   Terms and Conditions of Transporter's Tariff.

              5.   GENERAL TERMS AND CONDITIONS

              Shipper shall provide Transporter with such information as is
              needed to meet the requirements placed on Transporter pursuant to
              18 CFR Part 284. All of the General Terms and Conditions of
              Transporter's effective FERC Gas Tariff, and any revisions thereof
              that may be proposed

--------------------------------------------------------------------------------
 Issued on: March 24, 2000                       Effective: March 24, 2000
--------------------------------------------------------------------------------


 Second                        RATE SCHEDULE ITS (Continued)
 Revised
  Sheet         and made effective from time to time hereafter, shall apply
 No. 31         to and are made a part of this Rate Schedule.

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


 First                              RATE SCHEDULE PAL
Revised                           PARK AND LOAN SERVICE
 Sheet
 No. 32       1.   AVAILABILITY

              This Rate Schedule PAL is available for park and loan service by
              Transporter to any Shipper, where:

                   (a) Shipper has made a valid request for service as defined
                   in Section 3 of the General Terms and Conditions of
                   Transporters currently effective FERC Gas Tariff;

                   (b)   Shipper and Transporter have entered into a Park
                   and Loan Service Contract under this Rate Schedule;

                   (c) Transporter has sufficient capacity available to render
                   the Park and Loan Service pursuant to Section 4 of this Rate
                   Schedule and Section 4 of the General Terms and Conditions of
                   Transporters currently effective FERC Gas Tariff;
<PAGE>

                   (d) except where Shipper is both the ultimate consumer and
                   producer of gas which is being parked or loaned under this
                   Rate Schedule, contracts have been entered into by or on
                   behalf of Shipper for the purchase or sale of natural gas, as
                   the case may be, and for its delivery to Transporter at one
                   or more Receipt Points on Transporter's system;

                   (e) either (1) Shippers natural gas facilities or the
                   facilities where the gas is to be consumed interconnect with
                   Transporters natural gas transmission system at one or more
                   Delivery Points, or (2) contracts have been or will be
                   entered into on behalf of Shipper for the transportation of
                   the gas to and from Transporters system to such facilities;

                   (f) all necessary regulatory and governmental approvals to
                   purchase and sell, transport and, if appropriate, import the
                   natural gas to be transported by Transporter have been
                   obtained; and

                   (g) Shipper has met Transporters Financial Creditworthiness
                   Criteria as set forth in Section 3.5 of the General Terms and
                   Conditions.

--------------------------------------------------------------------------------
 Issued on: November 30, 1995                   Effective: January 1, 1996
--------------------------------------------------------------------------------


 First                        RATE SCHEDULE PAL (Continued)
Revised
 Sheet        2.   APPLICABILITY AND CHARACTER OF SERVICE
 No. 33
                   2.1 This Rate Schedule PAL and the rates set forth herein
                   shall apply to all park and loan service rendered under a
                   Park and Loan Service Contract for such service whenever
                   Transporter is able and willing to offer such park and loan
                   service. Park and Loan service provided hereunder is of a
                   lower priority than transportation provided pursuant to Rate
                   Schedules RTS and ITS and is subject to curtailment or
                   interruption as Transporter deems necessary.

                   2.2 Park and loan services available under this Rate Schedule
                   include:

                        (a) Parking Service. Parking Service shall consist of
                        (i) Transporters receipt of natural gas tendered by
                        Shipper for parking service (Parked Quantity); (ii) the
                        holding of the Parked Quantity for Shippers account at
                        the point (s) specified in Shippers nomination (Parking
                        Point (s)), and (iii) Transporters redelivery of the
                        Parked Quantities to Shipper, or for Shippers account,
                        at the Parking Point.
<PAGE>

                        (b) Loan Service. Loan Service shall consist of (i)
                        Transporters advancement (loan) of the quantity of
                        natural gas nominated by Shipper (Loaned Quantity), up
                        to the Maximum Balance Quantity specified in Shippers
                        Park and Loan Service Contract, at the point (s)
                        specified in Shippers nomination (Loan Point (s)); and
                        (ii) Shippers redelivery of the Loaned Quantities and
                        Transporters acceptance of such volumes for Shippers
                        account at the Loan Point.

                   2.3 Subject to the availability of capacity, any Receipt or
                   Delivery on Transporters system may be nominated as a Parking
                   Point of Loan Point.

              3.   ACCOUNT BALANCES; TRANSPORTATION; ASSIGNMENTS

                   3.1 Transporter shall establish an account for each Shipper
                   using this service which reflects the Parked Balance at each
                   Parking Point and the Loan Balance at each Loan Point.
                   Whenever Transporter receives Parked Quantities from, or
                   delivers Loaned Quantities to, a Shipper the quantities
                   received or delivered will be reflected in the Shippers
                   Parked Balance or Loan Balance, as appropriate, for the Park
                   or Loan Point at which they were received or delivered,
                   Transporter will credit the Shippers account to reflect the
                   new balance.

--------------------------------------------------------------------------------
 Issued on: November 30, 1995                   Effective: January 1, 1996
--------------------------------------------------------------------------------


 Second                       RATE SCHEDULE PAL (Continued)
Revised
 Sheet             3.2   Transporter shall redeliver Parked Quantities and
 No. 34            accept redelivery of Loaned Quantities only at the
                   Parking Point, where Shipper parked the Parked Quantity, or
                   the Loan Point, where Transporter advanced the Loaned
                   Quantity to Shipper.

                   3.3 In the event that Shipper wishes to move Parked
                   Quantities or Loaned Quantities from one Parking or Loan
                   Point to another Parking or Loan Point on Transporters
                   system, Shipper shall be responsible for arranging such
                   transportation in accordance with the provisions of Rate
                   Schedule RTS or ITS and the General Terms and Conditions of
                   Transporters Tariff.

                   3.4 Parked Quantities and Loaned Quantities may be assigned
                   from one Shipper to another in accordance with the provisions
                   of the Park and Loan Service Contract, provided that (i) the
                   Shipper obtaining such quantities satisfies all the
                   requirements of this Rate Schedule and the General Terms and
                   Conditions of the Tariff, and (ii) each Shipper submits the
                   appropriate nominations to Transporter in accordance with the
                   provisions of Section

<PAGE>

                   4. All applicable will be assessed for such transactions.

              4.   REQUESTS FOR SERVICE

              Priority of Requests. Park and loan service pursuant to the PAL
              Rate Schedule is subject to the availability of park and loan
              capacity. Park and loan service shall be allocated first to those
              Shippers whose PAL nominations and scheduled Operational Balancing
              Agreement requests are for 250 Dth or less or increase park and
              loan capacity, and then to any remaining Shippers nominating park
              and loan service on a first-come, first-served basis. Service
              shall not commence until The Park and Loan Service Contract has
              been executed.

              5.   RATES

                   5.1 Applicable Rates. The applicable Maximum and Minimum
                   Injection/ Withdrawal Rate. Maximum and Minimum Daily Balance
                   Rate and ACA Surcharge, as that term is defined in Section 12
                   of the General Terms and Conditions of Transporters currently
                   effective FERC Gas Tariff, for park and loan service under
                   this Rate Schedule are set forth on Sheet Nos. 4 and 5 of
                   Transporters currently effective FERC Gas Tariff and are
                   hereby incorporated herein.

--------------------------------------------------------------------------------
 Issued on: November 29, 1996                   Effective: January 1, 1997
--------------------------------------------------------------------------------


 First                        RATE SCHEDULE PAL (Continued)
Revised
 Sheet             5.2   Park and Loan Service Rates
 No. 35                 (a)   Maximum and Minimum Injection / Withdrawal
                        Rates. The Maximum and Minimum Injection / Withdrawal
                        Rate for each Dth of the gas (i) injected from each Loan
                        Point, and/ or (ii) withdrawn from each Parking Point,
                        shall be the Maximum and Minimum Injection / Withdrawal
                        Rate reflected from time to time on the currently
                        effective Sheet No. 5 of this FERC Gas Tariff.

                        (b) Discounted Injection / Withdrawal Rates. The
                        Discounted Injection / Withdrawal Rate shall be the
                        dollar amount per Dth of Injection Quantity and
                        Withdrawal Quantity at each Parking and / or Loan Point
                        as specified by Transporter on its Electronic Bulletin
                        Board, which amount shall be less than the Maximum
                        Injection / Withdrawal Rate, but equal to or greater
                        than the Minimum Injection / Withdrawal Rate.

                        (c) Maximum and Minimum Daily Balance Rate. The Maximum
                        and Minimum Daily Balance Rate for each Dth of gas in
                        (i) Shippers Parked Balance each day at
<PAGE>

                        each Parking Point, and (ii) Shippers Loan Balance each
                        day at each Loan Point, shall be the Maximum and Minimum
                        Daily Balance Rate reflected from time to time on the
                        currently effective Sheet No. 5 of the Tariff.

                        (d) Discounted Daily Balance Rates. The Discounted Daily
                        Balance Rate shall be the dollar amount per Dth of
                        Shippers Parked and Loan Balances each day at each
                        Parking and / or Loan Point as specified daily by
                        Transporter on its Electronic Bulletin Board, which
                        amount shall be less than the Maximum Daily Balance
                        Rate, but equal to or greater than the Minimum Daily
                        Balance Rate.

                   5.3 Monthly Bill. The monthly bill for park and loan services
                   rendered under this Rate Schedule shall consist of an
                   Injection/ Withdrawal Charge, a Balance Charge, and if
                   applicable, an ACA Surcharge. The monthly bill shall be
                   determined as follows:

                        (a) Injection / Withdrawal Charge. For each month, the
                        Injection / Withdrawal Charge payable to any discount as
                        provided herein, be equal to the Maximum Injection /
                        Withdrawal Rate multiplied by the sum of the Injection
                        Quantities and Withdrawal Quantities at each Parking
                        Point and each Loan Point on each day of such month.

                        (b)   Balance Charge. For each month, the Balance
                        Charge Payable by each Shipper shall, subject to
                        any discount as provided herein, be equal to the
                        Maximum Daily Balance Rate multiplied by the sum of
                        Shippers Parked Balance and Loan

--------------------------------------------------------------------------------
 Issued on: November 30, 1995                   Effective: January 1, 1996
--------------------------------------------------------------------------------


 First                        RATE SCHEDULE PAL (Continued)
Revised
 Sheet                  Balance at each Parking Point and at each Loan
 No. 36                 Point on each day of such month.

                        (c) ACA Surcharge. For each month, the ACA Surcharge
                        payable by Shipper shall be equal to the applicable ACA
                        Rate, as stated on the currently effective Sheet No. 4
                        of this FERC Gas Tariff subject to the provisions of
                        Section 12.2 (c) of the General Terms and Conditions,
                        multiplied by the sum of the Injection Quantities at
                        each Parking and Loan Point on each day of such month.

                        (d) Reduction of Balance Charge Credit. In the event
                        that Shipper submits a nomination that would have
                        reduced its Parked Balance or Loan Balance on

<PAGE>

                        any day and Transporter is unable to schedule all the
                        quantities nominated because there is inadequate park
                        and loan capacity available, solely for the purpose of
                        calculating the Balance Charge, Transporter shall reduce
                        the Parked Balance or Loan Balance for each such day by
                        the quantity of gas Transporter was unable to deliver in
                        response to Shippers nomination. The Parked Balance or
                        Loan Balance subject to a Balance Charge will not be
                        reduced if Transporter is unable to honor park and loan
                        nominations because transportation service has been
                        nominated for parked and loaned quantities and there is
                        inadequate interruptible transportation capacity
                        available.

                   5.4 Discounted Rate. For purposes of administering rates
                   under this Rate Schedule PAL, Transporter shall have the
                   right to discount the Maximum Injection / Withdrawal Rate and
                   Maximum Daily Balance Rate for park and loan service under
                   this Rate Schedule PAL and to charge a lower rate for some or
                   all of the services performed under this Rate Schedule,
                   provided that such discounting is necessary to meet
                   competitive conditions existing at the time; provided,
                   however, that in no event shall rates charged under this Rate
                   Schedule be less than the Minimum Injection/ Withdrawal Rate
                   and Minimum Daily Balance Rate reflected on the currently
                   effective Sheet No. 5 of the FERC Gas Tariff. Transporter
                   shall not be required to offer park and loan service at a
                   discount rate; however, to the extent such discounted service
                   is offered, it shall be offered on a nondiscriminatory basis.

              6.   PAL ADVISORY NOTICES

                   6.1 In the event that Transporter determines, in its sole
                   discretion, that some or all park and loan services must be
                   interrupted or curtailed in order to satisfy Transporters
                   obligations to Shippers under the RTS or ITS Rate Schedules,
                   or that such interruption or curtailment is otherwise
                   necessary or appropriate to avoid adverse impact on the
                   operation of

--------------------------------------------------------------------------------
 Issued on: November 30, 1995                   Effective: January 1, 1996
--------------------------------------------------------------------------------


 Fourth                       RATE SCHEDULE PAL (Continued)
Revised
 Sheet             Transporter's system, Transporter will notify any
 No. 37            affected Shippers receiving service under the PAL Rate
                   Schedule that they are required to eliminate or reduce their
                   existing Parked Balances and/or Loan Balances over the period
                   specified in the notice. Such notices may be provided by
                   telephone, facsimile or in writing, as well as on
                   Transporter's Electronic Bulletin Board. Such

<PAGE>

                   notices shall be issued to Shippers in order based upon the
                   net aggregate of each Shipper's outstanding balance at all
                   Parking and Loan Points beginning with the largest balance.
                   The minimum period of time for elimination or reduction of
                   balances that can be stated in such a notice is the end of
                   the gas day for which the next available nomination deadline
                   applies.

                   6.2 If Shipper fails to comply with a notice given in
                   accordance with Section 6.1 above, Transporter shall cash out
                   the balance quantity that Shipper was advised, but failed, to
                   reduce or eliminate at the replacement cost of gas plus ten
                   percent (10%) for Loan Balances or the sale price of the gas
                   less ten percent (10%) for Parked Balances. For the purposes
                   of the preceding sentence, the replacement cost and sale
                   price of gas shall be computed as follows: (i) all balances
                   subject to replacement or sale on a particular day will be
                   aggregated and offered for bid in one lump sum; (ii) all
                   revenues received from the sale of, or expenses incurred in
                   the replacement of, such volumes will be aggregated for such
                   day; and (iii) the aggregate revenues or expenses for each
                   day will be applied to the aggregate cash out volumes for
                   each day in chronological order. All volumes offered for sale
                   or purchase pursuant to this section will be posted on
                   Transporter's Electronic Bulletin Board in a notice stating
                   the quantity of gas offered for sale or purchase and the
                   deadline for making bids. Such volumes will be allocated on a
                   best bid basis, beginning with the lowest rate bid for
                   purchases and the highest rate bid for sales.

                   6.3 Transporter may issue a notice requiring any Shipper with
                   a Parked or Loan Balance of less than 50 Dth to eliminate its
                   existing Parked or Loan Balance under this Section 6 within
                   thirty (30) days. If Shipper fails to comply with this
                   notice, any Parked Balance remaining after thirty (30) days
                   will be cashed out at ninety percent (90%) of the average New
                   York City Gate Price for the previous month as published in
                   Natural Gas Week and posted on Transporters Electronic
                   Bulletin Board; and any Loan Balance remaining after thirty
                   (30) days will be cashed out at 110% of the average New York
                   City Gate Price for the previous

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


 Fourth                       RATE SCHEDULE PAL (Continued)
Revised
 Sheet             month as published in Natural Gas Week and posted on
 No. 38            Transporters Electronic Bulletin Board.

              7.   CONTRACT TERMINATION
<PAGE>

              Unless a shorter period of time is imposed in a notice issued in
              accordance with Section 6 above, Shipper shall eliminate any
              outstanding Parked Balance or Loan Balance within sixty (60) days
              of termination of its Park and Loan Service Contract. If Shipper
              fails to eliminate such balance, Transporter shall cash out any
              balance quantity remaining after sixty (60) days at the
              replacement cost of gas plus ten percent (10%) for Loan Balances
              or the sale price of the gas less ten percent (10%) for Parked
              Balances. For the purposes of the preceding sentence, the
              replacement cost and sale price of gas shall be computed as
              described in Section 6.2 above.

              8.   RESERVED FOR FUTURE USE

              9.   GENERAL TERMS AND CONDITIONS

              Shipper shall provide Transporter with such information as is
              needed to meet the requirements placed on Transporter pursuant to
              18 C.F.R. Part 284. Unless stated otherwise, all of the General
              Terms and Conditions of Transporters currently effective FERC Gas
              Tariff, and any revisions thereof that may be proposed and made
              effective from time to time hereafter, shall apply to and are made
              a part of this Rate Schedule.

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


  First         RATE SCHEDULE PAL (Continued)
 Revised
  Sheet         SHEET NOS. 39 AND 40 RESERVED
   No.                 FOR FUTURE USE
  39-40

  ------------------------------------------------------------------------
 Issued on: November 30, 1995                   Effective: January 1, 1996
  ------------------------------------------------------------------------

    Third                     GENERAL TERMS AND CONDITIONS
   Revised                         TABLE OF CONTENTS
    Sheet
   No. 41
               Section                                  Sheet
               No.                                        No.

               1.          INTRODUCTORY STATEMENT          42

               2.          DEFINITION OF TERMS             42

               3.          REQUESTS FOR SERVICE/           51
                           CREDIT EVALUATION

               4.          NOMINATIONS, ALLOCATING         57
                           CAPACITY AND SCHEDULING
<PAGE>

               5.          CURTAILMENT                     60

               6.          BALANCING AND PENALTY           61
                           PROVISIONS

               7.          DELIVERY AND RECEIPT            66
                           POINTS

               8.          UNIFORM PRESSURE AND            68
                           QUANTITY

               9.          QUALITY                         68

               10.         MEASUREMENT                     71

               11.         MEASURING EQUIPMENT             72

               12.         GAS RESEARCH INSTITUTE          75
                           ADJUSTMENTS, FERC
                           ANNUAL CHARGE
                           ADJUSTMENT AND DEFERRED
                           ASSET SURCHARGE

               13.         BACKHAUL AND EXCHANGE           76
                           TRANSPORTATION

               14.         BILLINGS AND PAYMENTS           76

               15.         POSSESSION OF GAS               79

               16.         WARRANTY OF TITLE OF           79A
                           GAS

               17.         OPERATING INFORMATION           80
                           AND ESTIMATES

               18.         OTHER OPERATING                 81
                           CONDITIONS

               19.         CONSTRUCTION OF LATERAL         83
                           FACILITIES POLICY

               20.         IMPAIRMENT OF                   84
                           DELIVERIES

               21.         FORCE MAJEURE AND              84A
                           REMEDIES

               22.         NOTICES AND                     87
                           COMMUNICATION

               22A.        COMPLIANCE WITH THE             88
                           MARKETING AFFILIATE
                           RULE ORDER NO. 497

               23.         MODIFICATION                    90
<PAGE>

               24.         NONWAIVER AND FUTURE            90
                           DEFAULT

               25.         SCHEDULES AND CONTRACT          90
                           SUBJECT TO REGULATION

               26.         DESCRIPTIVE HEADINGS            91

               27.         INCORPORATION IN RATE           91
                           SCHEDULES AND GAS
                           TRANSPORTATION
                           CONTRACTS

               28.         CAPACITY RELEASE                91
                           PROVISIONS

               29.         PREGRANTED ABANDONMENT         108
                           & THE RIGHT OF FIRST
                           REFUSAL

               30.         ELECTRONIC BULLETIN            116
                           BOARD

               31.         COMPLIANCE WITH GISB           120
                           STANDARDS

               32.         NEGOTIATED RATES               121

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


 First                         GENERAL TERMS AND CONDITIONS
Revised
 Sheet        1.   INTRODUCTORY STATEMENT
 No. 42
              Except where expressly stated otherwise, the General Terms and
              Conditions of Transporters currently effective FERC Gas Tariff
              shall apply to all natural gas service rendered by Transporter
              under any Gas Transportation Contract or Park and Loan Service
              Contract, including, but not limited to, service under the RTS
              Rate Schedule, the ITS Rate Schedule and the PAL Rate Schedule.

              2.   DEFINITION OF TERMS

              Except where another meeting is expressly stated, the following
              terms shall have the following meanings when used in this Tariff
              and in any Gas Transportation Contract or Park and Loan Service
              Contract incorporating this Tariff:

                   2.1 RTS Rate Schedule. The RTS Rate Schedule shall mean the
                   RTS Rate Schedule of Transporters currently effective FERC
                   Gas Tariff, as may be revised from time to time, or any
                   superseding rate schedule (s).
<PAGE>

                   2.2 ITS Rate Schedule. The ITS Rate Schedule shall mean the
                   ITS Rate Schedule of Transporters currently effective FERC
                   Gas Tariff, as may be revised from time to time, or any
                   superseding rate schedule (s).

                   2.3 PAL Rate Schedule. The PAL Rate Schedule shall mean the
                   PAL Rate Schedule of Transporters currently effective FERC
                   Gas Tariff, as may be revised from time to time, or any
                   superseding rate schedule (s).

                   2.4   Transporter. Transporter shall mean Iroquois Gas
                   Transmission System, L.P., its successors or assignees.

                   2.5 Shipper. Shipper shall mean any entity seeking or
                   subscribing to transportation service or park and loan
                   service on Transporters system pursuant to the terms and
                   conditions of Transporters currently effective FERC Gas
                   Tariff.

                   2.6 Operator. Operator shall mean an entity, other than
                   Transporter, which has been designated by Transporter to
                   operate Transporters system.

                   2.7   FERC or Commission. The FERC or Commission

--------------------------------------------------------------------------------
 Issued on: November 30, 1995                   Effective: January 1, 1996
--------------------------------------------------------------------------------


 Second                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet             shall mean the Federal Energy Regulatory Commission or
 No. 43            any successor agency having jurisdiction over this
                   Tariff.

                   2.8   Day. The term "day" shall mean a period of
                   twenty-four consecutive hours, beginning and ending at
                   9:00 a.m. Central Time.

                   2.9 Month. The term "month" shall mean the period beginning
                   at 9:00 a.m. Central Time on the first day of the calendar
                   month and ending at 9:00 a.m. Central Time on the first day
                   of the next succeeding calendar month.

                   2.10   Year. The term "year" shall mean any period of
                   twelve consecutive months.

                   2.11 Contract Year. The term "contract year" with respect to
                   the first "contract year" shall mean the period commencing on
                   the date deliveries first commence under a Gas Transportation
                   Contract and ending at 9:00 a.m. Central Time on the
                   following November 1, and with respect to any succeeding
                   "contract year" shall mean the period of twelve (12)
                   consecutive months from the end of the preceding contract
                   year to 9:00 a.m. Central Time on the next succeeding
                   November 1.

<PAGE>

                   2.12 Commencement Date. The Commencement Date shall be the
                   date on which transportation service or park and loan service
                   begins, as mutually agreed by Shipper and Transporter and set
                   forth in a Gas Transportation Contract or Park and Loan
                   Service Contract, or in the case where additional facilities
                   are required by Transporter, the date on which the facilities
                   required to enable Transporter to render transportation
                   service to Shipper are constructed, installed and made
                   operational, as set forth in Transporter's initial written
                   notice to Shipper, which shall be given at least thirty (30)
                   days in advance of the estimated date ("Advanced Notice"),
                   followed by a written notice to transport Shipper's gas by
                   Transporter ("Final Notice"), which shall be given not less
                   than five (5) days to prior to the date on which the
                   transportation service shall begin, unless Shipper and
                   Transporter mutually agree to a shorter notice period.

                   2.13   Central Time. "Central Time" refers to Central
                   Daylight Savings Time when in effect and Central
                   Standard Time at all other times.

                   2.14   Cubic Foot. The term "cubic foot" shall mean the
                   volume of gas which occupies one cubic foot when such
                   gas

--------------------------------------------------------------------------------
 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------


 First                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet             is at a temperature of 60 degrees Fahrenheit, and at a
 No. 44            pressure of 14.73 pounds per square inch absolute.

                   2.15   Mcf. The term Mcf shall mean 1,000 cubic feet of
                   gas.

                   2.16 British Thermal Unit or Btu. The term British thermal
                   unit or Btu shall mean the amount of heat required to raise
                   the temperature of one pound of distilled water 1 degree
                   Fahrenheit at 60 degrees Fahrenheit, at a constant pressure
                   of 14.73 pounds per square inch absolute.

                   2.17 Dekatherm or Dth. The term Dekatherm or Dth shall mean
                   the quantity of heat energy which is 1,000,000 British
                   thermal units.

                   2.18 Total Heating Value. The term total heating value, when
                   applied to a cubic foot of gas, means the number of British
                   thermal units produced by the combustion in a recording
                   calorimeter at constant pressure, of the amount of gas which
                   would occupy a volume of one cubic foot at a temperature of
                   60 degrees

<PAGE>

                   Fahrenheit, with the gas free of water vapor, and under a
                   pressure equal to that of 30 inches of mercury at 32 degrees
                   Fahrenheit and under a standard gravitational force
                   (acceleration of 980.665 cm per second per second) with air
                   of the same temperature and pressure as the gas, when the
                   products of combustion are cooled to the initial temperature
                   of the gas and air, and when the water formed by combustion
                   is condensed to the liquid state.

                   2.19 Gas. The term gas shall mean natural gas of the quality
                   specified in Section 9 of these General Terms and Conditions.

                   2.20 System Capacity. The System Capacity available for
                   transportation and park and loan service on Transporters
                   system shall be determined by Transporter, to the best of its
                   ability, by performing a computer simulation of the system
                   taking into account nominated Scheduled and Equivalent
                   Quantities, the available facilities, the gas characteristics
                   and the linepack gain or loss required for that day.

--------------------------------------------------------------------------------
 Issued on: November 30, 1995                   Effective: January 1, 1996
--------------------------------------------------------------------------------


 Fourth                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet             2.21   Delivery and Receipt Points.
 No. 45                 (a)   Delivery Point. A Delivery Point is a point
                        at which Transporter is authorized to make gas available
                        to or on behalf of Shipper. Transporters Primary
                        Delivery Point(s) for Shipper shall be set forth on
                        Schedule 2 appended to the Gas Transportation Contract
                        between Transporter and Shipper, or other mutually
                        agreeable points. Transporters Delivery Points are
                        listed on Transporters Electronic Bulletin Board.

                        (b) Receipt Point. A Receipt Point is a point at which
                        Transporter is authorized to receive natural gas from or
                        for the account of Shipper. Transporters Primary Receipt
                        Point (s) for Shipper shall be those set forth on
                        Schedule 1 appended to the Gas Transportation Contract
                        between Transporter and Shipper, or other mutually
                        agreeable points. Transporters Receipt Points are listed
                        on Transporters Electronic Bulletin Board.

                   2.22   Parking and Loan Points.
                        (a) Parking Point. A Parking Point is a Receipt or
                        Delivery Point at which Transporter is authorized to
                        receive and hold on behalf of Shipper a quantity of gas
                        nominated by Shipper in accordance with the terms of the
                        PAL Rate Schedule,

<PAGE>

                        the Park and Loan Service Contract between Transporter
                        and Shipper, and these General Terms and Conditions.

                        (b) Loan Point. A Loan Point is a Receipt or Delivery
                        Point at which Transporter is authorized to advance to
                        Shipper a quantity of gas nominated by Shipper in
                        accordance with the terms of the PAL Rate Schedule, the
                        Park and Loan Service Contract between Transporter and
                        Shipper, and these General Terms and Conditions.

                   2.23   Backhaul and Exchange Transportation. Backhaul
                   and Exchange Transportation shall mean transportation
                   for a Shipper to a Delivery Point which is upstream of
                   the Receipt Point for the Shippers gas.

                   2.24   Input Quantities
                        (a) Input Quantity. The Input Quantity for each day at a
                        Receipt Point shall be the quantity of natural gas which
                        is delivered to Transporter at such Receipt Point by or
                        on behalf of Shipper, not to exceed the Maximum Input
                        Quantity.

--------------------------------------------------------------------------------
 Issued on: November 30, 1995                   Effective: January 1, 1996
--------------------------------------------------------------------------------


  Sub.                   GENERAL TERMS AND CONDITIONS (Continued)
 Fifth
Revised       (b)   Maximum Input Quantity. The Maximum Input Quantity
 Sheet        shall be the maximum quantity of natural gas per day, as set
 No. 46       forth on Schedule 1 appended to the Gas Transportation
              Contract between Transporter and Shipper, which Shipper is
              entitled to request Transporter to receive at one or more Receipt
              Points to be made available to or on behalf of Shipper (subject to
              adjustment for the Measurement Variance/Fuel Use Quantity) at one
              or more Delivery Points, not to exceed the Maximum Equivalent
              Quantity. Where the Maximum Input Quantity in such Schedule 1 is
              stated on a volumetric basis, the Maximum Input Quantity shall be
              restated and recalculated based upon a thermal content of 1011.693
              Btu per cubic feet. (i.e. 1.011693 dekatherms per Mcf)

              (c) Scheduled Input Quantity. The Scheduled Input Quantity for a
              Receipt Point shall be the Input Quantity which is nominated by
              Shipper for transportation service through such Receipt Point on a
              given day in accordance with Section 4 of the General Terms and
              Conditions of Transporter's currently effective FERC Gas Tariff or
              such other quantity as determined through application of said
              Section 4. The aggregate total of a Shipper's Scheduled Input
              Quantities on any day at all Receipt Points may exceed the Maximum
              Input Quantity established pursuant to the Gas Transportation
              Contract between Shipper and Transporter; provided, however,

<PAGE>

                        that (i) the aggregate total of such Shipper's Scheduled
                        Input Quantities on any day at any Receipt Point may not
                        exceed the Maximum Input Quantity, and (ii) the total
                        quantity of gas nominated by Shipper to be transported
                        by Transporter on any day through any single segment of
                        Transporter's pipeline system may not exceed the Maximum
                        Input Quantity. For purposes of this section, a segment
                        of Transporter's pipeline system is the portion of
                        Transporter's pipeline system is the portion of
                        Transporter's system located between any Receipt Point
                        and the nearest upstream or downstream Delivery Point.

--------------------------------------------------------------------------------
 Issued on: September 22, 1998                 Effective: November 1, 1998
--------------------------------------------------------------------------------


  Sub.                   GENERAL TERMS AND CONDITIONS (Continued)
 Second
Revised       2.25   Equivalent Quantities
 Sheet
No. 46A            (a)   Equivalent Quantity. The Equivalent Quantity shall
                   be that quantity of natural gas to be made available on
                   any day to or on behalf of Shipper at one or more
                   Delivery Point(s), which quantity shall be the thermal
                   equivalent of the Input Quantity delivered to
                   Transporter at the Receipt Point(s) by or on behalf of
                   Shipper on that day, adjusted by the applicable
                   Measurement Variance/Fuel Use Quantity (unless, in the
                   case of a positive Measurement Variance/Fuel Use Factor,
                   Shipper provides the applicable Measurement
                   Variance/Fuel Use Quantity to Transporter at the Receipt
                   Point).

                   (b)   Maximum Equivalent Quantity. The Maximum
                   Equivalent Quantity on each day shall be the maximum
                   quantity, as set forth in Schedule 2 appended to the Gas
                   Transportation Contract between Shipper and Transporter,
                   which Shipper may request Transporter to make available
                   at one or more Delivery

--------------------------------------------------------------------------------
 Issued on: September 22, 1998                 Effective: November 1, 1998
--------------------------------------------------------------------------------


  Sub.                   GENERAL TERMS AND CONDITIONS (Continued)
Seventh
Revised            Points. The Maximum Equivalent Quantity for a Shipper
 Sheet             shall be the thermal equivalent of the Maximum Input
 No. 47            Quantity for that Shipper as defined in Section 2.24(b).

                   (c) Scheduled Equivalent Quantity. The Scheduled Equivalent
                   Quantity for a Delivery Point shall be the Equivalent
                   Quantity which is nominated by Shipper for transportation
                   service to such Delivery Point on a given day in accordance
                   with Section 4 of the General Terms

<PAGE>


                   and Conditions of Transporter's currently effective FERC Gas
                   Tariff, or such other quantity as determined through
                   application of said Section 4. The aggregate total of a
                   Shipper's Scheduled Equivalent Quantities on any day at all
                   Delivery Points may exceed the Maximum Equivalent Quantity
                   established pursuant to the Gas Transportation Contract
                   between Shipper and Transporter; provided, however, that (i)
                   the aggregate total of such Shipper's Scheduled Equivalent
                   Quantities on any day at any Delivery Point may not exceed
                   the Maximum Equivalent Quantity, and (ii) the total quantity
                   of gas nominated by Shipper to be transported by Transporter
                   on any day through any single segment of Transporter's
                   pipeline system may not exceed the Maximum Equivalent
                   Quantity. For purposes of this section, a segment of
                   Transporter's pipeline system is the portion of Transporter's
                   system located between any Delivery Point and the nearest
                   upstream or downstream Receipt Point.

              2.26 Fuel Calculation Mechanism -- In Kind Fuel Reimbursement.
              When the fuel reimbursement method is fuel in-kind, the results of
              the fuel reimbursement calculations for the nomination process
              should be rounded to the nearest dekatherm or gigajoule (Canada).
              The standard fuel calculation mechanism, as this is related to the
              nomination process, should be (1-fuel %/100) multiplied by receipt
              quantity = delivery quantity. Transporter will not reject a
              nomination for reasons of rounding differences due to fuel
              calculation of less than 5 Dth, and Transporter will provide, if
              applicable, a fuel matrix for receipt and delivery point
              combinations. The Service Requester will not be responsible for
              calculating and totaling fuel based on each zone or facility
              traversed. For current in- kind fuel reimbursement procedures,
              fuel rates should be made effective only at the beginning of the
              month. "Fuel" as referred to in this calculation refers to the
              Measurement Variance/Fuel Use Factor as defined further in Section
              2.27.

--------------------------------------------------------------------------------
 Issued on: September 22, 1998                 Effective: November 1, 1998
--------------------------------------------------------------------------------


Original                 GENERAL TERMS AND CONDITIONS (Continued)
  Sheet
 No. 47A            2.27   Measurement Variance/Fuel Use Factor.
                    The Measurement Variance/Fuel Use Factor shall be the
                    applicable percentage, determined on a monthly basis
                    pursuant to this Section 2.27, to account for and
                    recover lost and unaccounted- for gas on Transporter's
                    system and transportation fuel requirements. The
                    monthly percentages shall be within the minimum and
                    maximum percentages set forth on Sheet No. 4 of this
                    First Revised Volume No. 1 for the applicable Rate
                    Schedule. At least ten (10) days prior to the beginning
                    of each month (Applicable Month), Transporter will
                    publish the Measurement Variance/Fuel Use Factor via

<PAGE>

                    its Electronic

--------------------------------------------------------------------------------
 Issued on: September 17, 1997                 Effective: November 1, 1997
--------------------------------------------------------------------------------


 Sixth                      GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet                    Bulletin Board. The monthly Measurement
 No. 48                   Variance/Fuel Use Factor shall be calculated in
                          the following manner:

                          Receipts-Deliveries +/- Linepack Change +/-
                            Accumulated MV Imbalance
                          Forecasted Systemwide Deliveries For The
                          Applicable Month

                          +  858 Fuel Forecast +/- Accumulated 858 Fuel
                           Imbalances
                             Forecasted Systemwide Deliveries For The
                                Applicable Month

                          +  (854 Fuel Forecast +/- Accumulated 854 Fuel
                           Imbalances) x (Transportation Factor)
                             Forecasted Deliveries For The Applicable
                           Month For The Applicable Zone Excluding
                           Backhauls

                          Where:

                           Receipts =                  Actual measured
                                                       volumes received
                                                       by Transporter at
                                                       Receipt Points for
                                                       transportation
                                                       during the month
                                                       ending one month
                                                       prior to the
                                                       Applicable Month
                                                       ("Measurement
                                                       Month").

                           Deliveries =                Actual measured
                                                       volumes delivered
                                                       by Transporter to
                                                       Delivery Points
                                                       during the
                                                       Measurement Month.

                           Line Pack Change =          The change in line
                                                       pack gas contained
                                                       within
                                                       Transporter's
                                                       System that
                                                       occurred during
                                                       the Measurement

<PAGE>


                                                       Month.

                           Accumulated Imbalances =    Any gas
                                                       (measurement
                                                       variance or fuel)
                                                       which has been
                                                       over or under
                                                       collected during
                                                       the month(s) prior
                                                       to the Measurement
                                                       Month.

                           854 Fuel Forecast =         Fuel required for
                                                       transportation on
                                                       Transporter's
                                                       System forecasted
                                                       for the Applicable
                                                       Month.

                           858 Fuel Forecast =         Fuel required for
                                                       transportation on
                                                       others forecasted
                                                       for the Applicable
                                                       Month.

                           Transportation Factor =     The applicable
                                                       zonal allocation
                                                       factors of 67.23%
                                                       for Zone 1 or
                                                       32.77% for Zone 2
                                                       corresponding to
                                                       Transporter's
                                                       currently
                                                       effective rates.
                                                       Backhauls will
                                                       have a
                                                       Transportation
                                                       Factor equal to
                                                       zero (0).

--------------------------------------------------------------------------------
 Issued on: September 30, 1998                 Effective: November 1, 1998
--------------------------------------------------------------------------------


 Fifth                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet        Transporter shall use the applicable Measurement
 No. 49       Variance/Fuel Use Factor to adjust a Shippers Equivalent
              Quantity, up to the Maximum Equivalent Quantity, or to calculate
              the Measurement Variance/Fuel Use Quantity that a Shipper may
              tender at the Applicable Receipt Point in lieu of an adjustment to
              the Equivalent Quantity. A positive Measurement Variance/ Fuel Use
              Factor represents a loss in Transporter's Measurement
              Variance/Fuel Use. A negative Measurement Variance/Fuel Use Factor
              represents a net gain in Transporter's Measurement Variance/Fuel
              Use. As provided by
<PAGE>

              the formula for calculating the Measurement Variance/Fuel Use
              Factor, different Measurement Variance/Fuel Use Factors will be
              applied to Transportation within Zone 1 and Zone 2 and for
              backhauls.

              Where a negative Measurement Variance/Fuel Use Factor exists,
              additional units of gas associated with such negative Measurement
              Variance/Fuel Use Factor which are within the Shipper's Maximum
              Equivalent Quantity can be transported using the commodity rate
              under Transporter's RTS Rate Schedule. If the additional units of
              gas associated with such negative Measurement Variance/Fuel Use
              Factor exceed the Shipper's Maximum Equivalent Quantity, those
              additional units may be transported under the ITS Rate Schedule at
              a rate up to the maximum rate for such service on the currently
              effective Sheet No. 4 of this FERC Gas Tariff.

              Transporter shall file with the Commission by January 1 and July 1
              of each year, the calculation supporting the Measurement
              Variance/Fuel Use Factors that were charged in each of the
              preceding six months. Transporter may adjust the minimum or
              maximum percentages set forth on Sheet No. 4 of this First Revised
              Volume No. 1 from time to time based upon Transporter's
              determination of changes in its Measurement Variance Fuel/Use
              requirements.

--------------------------------------------------------------------------------
 Issued on: September 15, 1998                  Effective: August 31, 1998
--------------------------------------------------------------------------------


Original                 GENERAL TERMS AND CONDITIONS (Continued)
  Sheet
 No. 49A       2.28   Park and Loan Balance Quantities.

                    (a) The Maximum Balance Quantity shall be the maximum
                    quantity of gas, as set forth on Schedule 2 appended to the
                    Park and Loan Service Contract between Transporter and
                    Shipper, which Shipper is entitled to maintain as a net
                    aggregate loan at any time on its behalf at one or more Loan
                    Points to be made available to or on behalf of Shipper.

                    (b) Parked Balance. The Parked Balance for each day shall be
                    the total quantity of gas which Transporter is holding for
                    Shipper at a Parking Point on that day.

                    (c) Loan Balance. The Loan Balance for each day shall be the
                    quantity of gas which Shipper has borrowed from transporter
                    at a Loan Point and not yet redelivered to Transporter.

               2.29   Injections and Withdrawals.

                    (a) Injections. The Injected Quantity for each day shall be
                    the amount of gas injected by Shipper on that day at each
                    Parking Point or Loan Point.

<PAGE>


                    (b) Withdrawals. The Withdrawal Quantity for each day shall
                    be the amount of gas withdrawn by Shipper on that day at
                    each Parking Point or Loan Point

--------------------------------------------------------------------------------
 Issued on: September 15, 1998                  Effective: August 31, 1998
--------------------------------------------------------------------------------


 Fourth                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet             2.30   Zone 1. Zone 1 commences at Transporter's
 No. 50            interconnection with TransCanada PipeLines Limited at
                   the International border at MP 0 at Waddington, New York and
                   extends to Transporter's interconnection with the Tennessee
                   Gas Pipeline Company at MP 192 at Wright, New York. Any
                   Receipt Point at Wright, New York, shall be deemed to be
                   located in the same Zone as the corresponding Delivery Point
                   to which the transportation service relates. Any Delivery
                   Point at Wright, New York, shall be deemed to be located in
                   the same Zone as the corresponding Receipt Point to which the
                   transportation service relates.

                   2.31 Zone 2. Zone 2 commences at Transporter's
                   interconnection with the Tennessee Gas Pipeline Company at MP
                   192 at Wright, New York, and extends to Transporter's
                   interconnection with the New York Facilities System at MP 373
                   at South Commack, New York.

                   2.32 Receipt and Delivery Points. Transporter's approved
                   interconnection points that constitute both receipt and
                   delivery points for gas transportation service are listed on
                   Transporter's Electronic Bulletin Board and are incorporated
                   herein by reference. Transporter will promptly post any
                   changes to the list on its Electronic Bulletin Board.

                   2.33   Transporter Overrun Costs. Transporter Overrun
                   Costs are the costs incurred by Transporter due to
                   unauthorized Shipper overruns, which costs are not
                   otherwise included in Transporter's rates. Such costs
                   shall consist of:

                        (a) Costs incurred by Transporter to correct the effect
                        of any tampering with or alteration of Transporter's
                        facilities which permitted an overall overrun to occur
                        at the affected Delivery Point and the costs incurred by
                        Transporter to repair such facilities;

                        (b) Costs incurred by Transporter to acquire additional
                        gas to prevent or alleviate curtailments and to
                        reestablish appropriate operating pressure on its
                        system:

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

<PAGE>

 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------


2nd Sub.                 GENERAL TERMS AND CONDITIONS (Continued)
 Second
 Revised                 (c)   Penalties paid by Transporter to third
  Sheet                  parties; and
 No. 50A
                         (d) Costs incurred by Transporter to collect overrun
                         penalties and to administer the crediting provisions
                         set forth in Section 6.7.

                    2.34   Business Day.
                    The term "Business Day" shall mean Monday through Friday,
                    excluding Federal Banking Holidays.

                    2.35   EDI.
                    The term "EDI" shall mean the Electronic Data Interchange as
                    defined by then-effective standards established by the Gas
                    Industry Standards Board and approved by the FERC.

                    2.36   Gas Day.
                    The term "gas day" shall mean a period beginning and
                    ending at 9:00 a.m. Central Time.

                          2.37 Operational Flow Order.
                    The term "Operational Flow Order" means an order (such as a
                    PAL Advisory Notice) issued to alleviate conditions, inter
                    alia, which threaten or could threaten the safe operations
                    or system integrity of Transporter's system or to maintain
                    operations required to provide efficient and reliable firm
                    service. Whenever a Transporter experiences these
                    conditions, any pertinent order will be referred to as an
                    Operational Flow Order. The declaration to the affected
                    parties of Operational Flow Orders, critical periods, and/or
                    critical notices should describe the conditions and the
                    specific responses required from the affected parties.

                    2.38 Operational Balancing Agreement or OBA. The term
                    "Operational Balancing Agreement" or "OBA" shall mean a
                    contract between two parties which specifies the procedures
                    to manage operating variances at an interconnect.

                    2.39   Negotiated Rate.
                    The term "Negotiated Rate" shall mean a rate that Iroquois
                    and Shipper have agreed will be charged for service under
                    Rate Schedule RTS or ITS where, for all or a portion of the
                    contract term, one or more of the individual components of
                    such rate exceeds the maximum rate, or is less than the
                    minimum rate, for such component set forth in Transporter's
                    tariff for service under Rate Schedule RTS or ITS, as
                    applicable. Any Gas


<PAGE>


                   Transportation Contract, entered into after November 16,
                   1997, that provides for service under Rate Schedule RTS or
                   ITS at a rate other than the applicable maximum rate shall
                   contain a provision stating the mutual agreement of the
                   parties as to whether it is an agreement for a discounted
                   rate or for a Negotiated Rate.

--------------------------------------------------------------------------------
 Issued on: June 10, 1998                     Effective: November 16, 1997
--------------------------------------------------------------------------------


2nd Sub.                 GENERAL TERMS AND CONDITIONS (Continued)
Original
  Sheet             2.40   Negotiated Rate Formula.
 No. 50B            The term "Negotiated Rate Formula" shall mean a rate
                    formula that Iroquois and Shipper have agreed will
                    apply to service under Rate Schedule RTS or ITS, which
                    results in a rate where, for all or a portion of the
                    contract term, one or more of the individual components
                    of such rate exceeds the maximum rate, or is less than
                    the minimum rate, for such component set forth in
                    Transporter's tariff for service under Rate Schedule
                    RTS or ITS, as applicable. Any Gas Transportation
                    Contract, entered into after November 16, 1997, that
                    provides for service under Rate Schedule RTS or ITS at
                    a rate other than the applicable maximum rate shall
                    contain a provision stating the mutual agreement of the
                    parties as to whether it is an agreement for a
                    discounted rate or for a rate pursuant to a Negotiated
                    Rate Formula.

                    2.41   Recourse Rate.
                    The term "Recourse Rate" shall mean the applicable maximum
                    rate that would apply to the service but for the rate
                    flexibility allowed under Section 32 hereof.

--------------------------------------------------------------------------------
 Issued on: June 10, 1998                     Effective: November 16, 1997
--------------------------------------------------------------------------------


 Fifth                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet        3.   REQUESTS FOR SERVICE / CREDIT EVALUATION
 No. 51
                   3.1 Qualifications For Service. All Shippers requesting
                   transportation or park and loan service must provide the
                   information required by this Section 3 of the General Terms
                   and Conditions and must complete a Service Request Form as
                   described herein. A pro forma Service Request Form is
                   attached as Sheet No. 181 to this Tariff. No request for firm
                   service will be entered on Transporter's log until a
                   completed Service Request Form has been provided to and
                   validated by Transporter, and Shipper has been provided the
                   information specified

<PAGE>

                   in this Section 3 of the General Terms and Conditions. No
                   service shall be rendered until Transporter and Shipper have
                   satisfied the Availability provisions of the applicable Rate
                   Schedule, and the applicable contract has been executed.

                   3.2 Requests For Service To Be Directed To Manager, Marketing
                   and Transportation. A Shipper requesting service on
                   Transporter's system must provide a completed Service Request
                   Form to Transporter for validation containing the information
                   set forth in Section 3.3 prior to entry of Shipper's request
                   for service into Transporter's transportation log. Requests
                   for service should be directed to the following address:

                        Manager, Marketing and Transportation
                        Iroquois Gas Transmission System, L.P.
                        c/o Iroquois Pipeline Operating Company
                        One Corporate Drive
                        Suite 600
                        Shelton, CT 06484

                   3.3   Information To Be Included In Request For Service.

                   Any request shall include the following:

                        (a) Type of Service. A statement that Shipper is
                        requesting firm reserved transportation service under
                        the RTS Rate Schedule, interruptible transportation
                        service under the ITS Rate Schedule or park and loan
                        service under the PAL Rate Schedule, as those services
                        are defined in Section 2 hereof and in those Rate
                        Schedules.

--------------------------------------------------------------------------------
 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------


Original                 GENERAL TERMS AND CONDITIONS (Continued)
  Sheet
 No. 51A                 (b)   Gas Quantities. For service under the RTS or
                         ITS Rate Schedules, the Maximum Input Quantity for
                         which Shipper requests transportation service at
                         each Receipt Point(s) and the Maximum Equivalent
                         Quantity for which Shipper requests transportation
                         at each Delivery Point(s), stated in Dekatherms;
                         and the estimated total quantities for which
                         Shipper is requesting

--------------------------------------------------------------------------------
 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------


 Third                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
<PAGE>

 Sheet                  transportation over the delivery period. For
 No. 52                 service under the PAL Rate Schedule, the Maximum
                        Balance Quantity for which Shipper requests park and
                        loan service stated in Dekatherms.

                        (c) Receipt/Delivery Point(s). The Receipt Point(s) and
                        Delivery Point(s) for the requested transportation
                        service together with the name of the entity which will
                        deliver the gas to Transporter and the name of the
                        entity to receive the gas from Transporter.

                        (d)   Term. The proposed commencement and
                        termination dates of service.

                        (e) Shipper Certification. For transportation service, a
                        statement by Shipper certifying (1) that Shipper has
                        title or a current contractual right to acquire title to
                        the gas supply for which transportation is requested;
                        (2) that Shipper has or will enter into all contractual
                        arrangements necessary to ensure that all upstream and
                        downstream transportation is in place prior to the date
                        on which service is requested to commence; and (3) that
                        the end-user of the gas (if other than the Shipper) has
                        entered into gas purchase contracts (or precedent
                        agreements therefor) to acquire title to the gas for
                        which transportation service is requested. For park and
                        loan service, a statement by Shipper certifying (1) that
                        Shipper has title or a current contractual right to
                        acquire title to the gas supply for which parking
                        service is requested; and (2) that Shipper has or will
                        enter into all contractual arrangements necessary to
                        ensure transportation of gas to and from the Parking
                        and/or Loan Point(s).

                        (f) Facilities. Identification and location of any
                        facilities to be constructed or installed by any party
                        which are necessary for receipt of gas by Transporter or
                        for delivery to and/or utilization of gas by the Shipper
                        or direct or indirect customers of the Shipper.

                        (g) Rate. Percentage of the maximum effective rate under
                        Rate Schedule RTS which Shipper is willing to pay.
                        Transporter shall not be obligated to accept any bid or
                        execute a Gas Transportation Contract at a rate less
                        than the maximum rate allowable under such Rate
                        Schedule. A request for service at a Negotiated Rate or
                        under a Negotiated Rate Formula shall specify the
                        Negotiated Rate or Negotiated Rate Formula on which the
                        Shipper is willing to agree.

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997

<PAGE>

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


Original                 GENERAL TERMS AND CONDITIONS (Continued)
  Sheet
 No. 52A            3.4   Credit Evaluation. In addition to the information
                    outlined above, a prospective Shipper must provide the
                    following information for credit evaluation:

                         (a)   a copy of Shipper's most recent audited
                         financial statement;

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


 First                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet                  (b)   a copy of Shippers most recent twelve month
 No. 53                 audited financial statement or Annual Report and,
                        if applicable, 10-K form;

                        (c)   a list of Shippers affiliates, including
                        parents and subsidiaries, if applicable.

                   In the event Shipper cannot provide the information specified
                   in this section, Shipper shall, if applicable, provide the
                   requested information for its parent company. A prospective
                   Shipper need not provide the information requested in this
                   section if the Shipper prepays for service or posts a letter
                   of credit in accordance with section 3.5 hereunder.

                   3.5   Shippers Financial Creditworthiness. A Shipper
                   will be considered creditworthy if it meets the
                   following conditions:

                        (a) For a Shipper requesting service under the RTS, ITS
                        or PAL Rate Schedules, Shippers long-term unsecured debt
                        securities, at the time it enters into a Gas
                        Transportation Contract (or a precedent agreement
                        therefor) or a Park and Loan Service Contract and
                        throughout the term thereof, are rated BBB by Standard &
                        Poors Corporation or Baa2 by Moodys Investor Service; or

                        (b) For a Shipper requesting service under the RTS Rate
                        Schedule, the Shipper prepays for service or provides a
                        letter of credit for an amount equal to the sum of the
                        Transportation Demand Charge and the Transportation
                        Commodity Charge applicable for the proposed
                        transportation service for a 3 month period or for the
                        duration of the contract, whichever is shorter, such
                        letter of credit to be issued by a commercial bank or
                        financial institution located in the United States or
                        Canada


<PAGE>

                        whose long-term unsecured debt securities are rated A or
                        better by Standard & Poors Corporation, A or better by
                        Dominion Bond Rating Service or A2 or better by Moodys
                        Investor Service, Inc.;

                        For a Shipper requesting service under the ITS Rate
                        Schedule, the Shipper prepays for service or provides a
                        letter of credit for an amount equal to the
                        Transportation Commodity Charge applicable to the
                        proposed transportation service multiplied by the
                        Maximum Equivalent Quantity requested for a

--------------------------------------------------------------------------------
 Issued on: November 30, 1995                   Effective: January 1, 1996
--------------------------------------------------------------------------------


 First                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet                  3 month period, such letter of credit to be issued
 No. 54                 by a commercial bank or financial institution
                        located in the United States or Canada whose long-term
                        unsecured debt securities are rated A or better by
                        Standard & Poors Corporation, A or better by Dominion
                        Bond Rating Service or A2 or better by Moodys Investor
                        Service, Inc.; or

                        For a Shipper requesting service under the PAL Rate
                        Schedule, the Shipper prepays for service or provides a
                        letter of credit for an amount equal to the arithmetic
                        average of the monthly New York City Gate Prices for the
                        twelve (12) months prior to October 1st of each year, as
                        published in BTU Weekly and posted on Transporters
                        Electronic Bulletin Board, multiplied by the Maximum
                        Balance Quantity requested, such letter of credit to be
                        issued by a commercial bank or financial institution
                        located in the United States or Canada whose long-term
                        unsecured debt securities are rated A or better by
                        Standard & Poors Corporation, A or better by Dominion
                        Bond Rating Service or A2 or better by Moodys Investor
                        Service, Inc.; or

                        (c) For a Shipper requesting service pursuant to the RTS
                        Rate Schedule, the Shipper provides a guarantee or other
                        form of security to secure payment of an amount equal to
                        the sum of the Transportation Demand Charge applicable
                        to the proposed transportation service for a 12 month
                        period and the Transportation Commodity Charge
                        applicable for the proposed transportation service for a
                        3 month period, such guarantee or other security to be
                        provided by an entity which meets the creditworthiness
                        standards set forth in (a) or (b) above, or Shipper is
                        otherwise deemed to be creditworthy by Transporter,
                        consistent with the standards set forth above;
<PAGE>

                        For a Shipper requesting service pursuant to the ITS
                        Rate Schedule, the Shipper provides or other form of
                        security to secure payment of an amount equal to the
                        Transportation Commodity Charge applicable to the
                        proposed transportation service multiplied by the
                        Maximum Equivalent Quantity requested for a 3 month
                        period, such guarantee or other

--------------------------------------------------------------------------------
 Issued on: November 30, 1995                   Effective: January 1, 1996
--------------------------------------------------------------------------------

  Sub.                   GENERAL TERMS AND CONDITIONS (Continued)
 Fourth
Revised                 security to be provided by an entity which meets
 Sheet                  the creditworthiness standards set forth in (a) or
 No. 55                 (b) above, or Shipper is otherwise deemed to be
                        creditworthy by Transporter, consistent with the
                        standards set forth above;

                        For a Shipper requesting service pursuant to the PAL
                        Rate Schedule, the Shipper provides a guarantee or other
                        form of security to secure payment of an amount equal to
                        the arithmetic average of the monthly New York City Gate
                        Prices for the twelve (12) months prior to October 1st
                        of each year, as published in Natural Gas Week and
                        posted on Transporters Electronic Bulletin Board,
                        multiplied by the Maximum Balance Quantity requested,
                        such guarantee or other security to be provided by an
                        entity which meets the creditworthiness standards set
                        forth in (a) or (b) above, or Shipper is otherwise
                        deemed to be creditworthy by Transporter, consistent
                        with the standards set forth above.

                   3.6 Transporter shall not be required to perform or to
                   continue service on behalf of any Shipper who is or has
                   become insolvent or who, at Transporters request, fails
                   within a reasonable period to demonstrate creditworthiness as
                   defined in Section 3.5 herein. In the event a Shipper which
                   has previously qualified as creditworthy becomes insolvent or
                   can no longer demonstrate creditworthiness, Transporter shall
                   provide service (1) under the ITS or RTS Rate Schedules for
                   such Shipper if Shipper prepays for such service of furnishes
                   good and sufficient security, as determined by Transporter in
                   its reasonable discretion, in an amount equal to the
                   Transportation Commodity Charge multiplied by the Maximum
                   Equivalent Quantity and, if applicable, the Transportation
                   Demand Charge for the service requested pursuant to the
                   Transporters applicable Rate Schedules for a period of three
                   months or the duration of the contract, whichever is shorter;
                   and (2) under the PAL Rate Schedule for such Shipper, if
                   Shipper prepays


<PAGE>

                   for such service or furnishes good and sufficient security,
                   as determined by Transporter in its reasonable discretion, in
                   an amount equal to the arithmetic average of the monthly New
                   York City Gate Prices for the twelve (12) months prior to
                   October 1st of each year, as published in Natural Gas Week
                   and posted on Transporters Electronic Bulletin Board,
                   multiplied by the Maximum Balance Quantity requested. In the
                   event Shipper fails to prepay or furnish security,
                   Transporter may, without waiving any rights or remedies it
                   may have, and subject to any necessary authorizations,
                   suspend or terminate further service until security is
                   received. In the event that Transportation Commodity Charges
                   are prepaid,

--------------------------------------------------------------------------------
 Issued on: January 15, 1997                    Effective: January 1, 1997
--------------------------------------------------------------------------------


 Third                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet             Transporter shall upon termination of service refund to
 No. 56            Shipper any amount exceeding an amount to the applicable
                   Transportation Commodity rate multiplied by the Scheduled
                   Equivalent Quantity nominated by Shipper less than any
                   applicable scheduling or balancing penalty charges. In the
                   event that Injection / Withdrawal or Balance Charges accrued
                   under the PAL Rate Schedule are prepaid, Transporter shall
                   upon termination of service refund to Shipper any amount
                   exceeding an amount equal to the sum of (i) the Applicable
                   Injection / Withdrawal Rate multiplied by the sum of the
                   Injected Quantities and Withdrawal Quantities at each Parking
                   and Loan Point on each day for which prepaid service was
                   provided, and (2) the applicable Balance Rate multiplied by
                   the sum of Shippers Parked Balance and Loan Balance at each
                   Parking Point and at each Loan Point on each day for which
                   prepaid service was provided.

                   Transporter shall seek any necessary authorization from the
                   FERC prior to termination of service for any Shipper that
                   fails to demonstrate creditworthiness or has become
                   insolvent. For purposes herein, the insolvency of a Shipper
                   shall be evidenced by the filing by Shipper or any parent
                   entity thereof (hereinafter collectively referred to as
                   Shipper) of a voluntary petition in bankruptcy or the entry
                   of a decree or order by a court having jurisdiction in the
                   premises adjudging Shipper bankrupt or insolvent, or
                   approving, as properly filed, a petition seeking
                   reorganization, arrangement or composition of or in respect
                   of Shipper under the Federal Bankruptcy Act or any other
                   applicable federal or state law, or appointing a receiver,
                   liquidator, assignee, trustee, sequestrator (or other similar
                   official) of Shipper or of any substantial part of its
                   property, or the ordering of the winding-up or liquidation of
                   its affairs, with said order or decree


<PAGE>

                   continuing unstayed and in effect for a period of sixty (60)
                   consecutive days.

                   3.7 Validation of Service Request. Transporter shall evaluate
                   the information offered in support of a request for service
                   to determine whether there is adequate capacity to fulfill
                   the request for service (applicable to requests for service
                   under the RTS Rate Schedule only) and that the request for
                   service is compatible with the operating conditions on
                   Transporters system. Transporter may require any additional
                   information as described in Section 3.3 necessary to process
                   the request for service, consistent with all applicable
                   rules, regulations or orders of the FERC or other regulatory
                   authority having jurisdiction. After validation of the
                   information submitted by Shipper in support of a request for
                   service, Transporter shall accept Shippers request for
                   service in writing.

--------------------------------------------------------------------------------
 Issued on: November 30, 1995                   Effective: January 1, 1996
--------------------------------------------------------------------------------


 Sixth                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet             3.8   Pre-qualification for Creditworthiness.
 No. 57            Any prospective bidder for capacity on Transporter's
                   system may, but is not required to, apply to establish
                   creditworthiness prior to submitting a bid for capacity. To
                   pre-qualify, a prospective bidder must submit to Transporter
                   a request for pre-qualification for creditworthiness that
                   includes the information specified in Section 3.4 of this
                   Tariff. Transporter will evaluate the prospective bidder's
                   creditworthiness in accordance with the provisions of Section
                   3 of this Tariff, advise the prospective bidder of the
                   results of its credit evaluation, and establish a list of all
                   pre-qualified bidders. To remain on this list, a prospective
                   bidder must update the information required by Section 3.4 of
                   this Tariff on an annual basis. Based on a subsequent review
                   of the prospective bidder's financial status, Transporter may
                   delete a pre-qualified bidder from its list of pre-qualified
                   bidders or may amend that list with respect to any
                   limitations on credit. All of the provisions of Section 3 of
                   this Tariff involving creditworthiness shall remain
                   applicable to prospective bidders who pre-qualify under this
                   provision.

              4.   NOMINATIONS, ALLOCATING CAPACITY AND SCHEDULING

                   4.1   Nominations.
                   The level of information required to define a nomination is
                   provided in GISB Data Set 1.4.1 version 1.2 (a pro forma
                   nomination form is attached as Sheet No. 188 to this Tariff),
                   as required by the Commission in 18 CFR 284.10(b) in
                   accordance with Order 587 issued July 17,

<PAGE>

                   1996. Iroquois shall provide upon request an indication of
                   which data elements it is using and what it is using them
                   for.

--------------------------------------------------------------------------------
 Issued on: June 30, 1998                        Effective: August 1, 1998
--------------------------------------------------------------------------------


 Fifth                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet             Such nominations are to be provided to Transporter under
No. 57A            the timeline set forth in Section 4.8 either
                   electronically by posting on Transporter's Electronic
                   Bulletin Board or via Electronic Date Interchange ("EDI").
                   All such postings for nomination purposes shall comply with
                   all format and protocol requirements specified by
                   Transporter.

                   Transporter may allow Shipper to submit a nomination or
                   Intra-day nomination in writing or by facsimile during the 30
                   days following commencement of service under Shipper's first
                   contract with Iroquois, or in the event of failure of
                   electronic communication equipment, Internet or third party
                   service provider, or other similar emergency event, provided,
                   however, that Transporter may require Shipper to provide
                   documentation of such event by an affidavit within 24 hours
                   of such event.

                   All nominations shall be considered original nominations and
                   must be replaced to be changed. When a nomination for a date
                   range is received, each day within the range is considered an
                   original nomination. When subsequent nomination is received
                   for one or more days within that range, the previous
                   nomination is superseded by the subsequent nomination only to
                   the extent of the days specified. The days of the previous
                   nomination outside the range of the subsequent nomination are
                   unaffected. Nominations have a prospective effect only.

                   Transporter shall support a seven-days-a-week, twenty-
                   four-hours-a-day nomination process. Personnel may be reached
                   by beeper after normal business hours.

                   All nominations should include shipper defined begin dates
                   and end dates. All nominations, excluding intra-day
                   nominations, should have roll-over options.

--------------------------------------------------------------------------------
 Issued on: September 30, 1998                 Effective: November 2, 1998
--------------------------------------------------------------------------------


 Third                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet             Specifically, Shippers should have the ability to

<PAGE>

No. 57B            nominate for several days, months, or years, provided
                   the nomination begin and end dates are within the term
                   of Shipper's contract.

                   The standard quantity for nominations, confirmation and
                   scheduling is dekatherms per gas day in the United States,
                   gigajoules per gas day in Canada and gigacalories per gas day
                   in Mexico. (For reference 1 dekatherm = 1,000,000 Btu's; 1
                   gigajoule = 1,000,000,000 joules; and 1 gigacalorie =
                   1,000,000,000 calories.) For commercial purposes, the
                   standard conversion factor between dekatherms and gigajoules
                   is 1.055056 gigajoules per dekatherm and between dekatherms
                   and gigacalories is 0.251996 gigacalories per dekatherm. The
                   standard Btu is the International Btu, which is also called
                   the Btu(IT); the standard joule is the joule specified in the
                   SI system of units.

                   4.2   Allocation of Capacity.
                   On each day Transporter shall determine with respect to all
                   contracts:
                        (a)   the total quantities which all Shippers have
                        nominated to be received for transportation service
                        on that day;

                        (b)   the total quantities which all Shippers have
                        nominated to be delivered for transportation
                        service on that day;

                        (c) the twenty-five (25) MDT of system linepack reserved
                        for unscheduled imbalances with point operators
                        receiving service under Operational Balancing Agreements
                        ("OBAs");

                        (d)   the total quantities which all Shippers have
                        nominated to be parked and loaned on that day; and

                        (e) Transporter's system capacity available in each
                        pipeline segment to perform all of the requires
                        services.

                   When allocating capacity, the transportation priority for
                   fuel will be the same as the level of service as the
                   transaction to which it applies.

--------------------------------------------------------------------------------
 Issued on: July 1, 1999                         Effective: August 1, 1999
--------------------------------------------------------------------------------


Original                 GENERAL TERMS AND CONDITIONS (Continued)
  Sheet
 No. 57C            If due to any cause whatsoever Transporter is unable on
                    any day to satisfy all nominations for service through
                    any pipeline segment nominated pursuant to the
                    procedures in Section 4.1 above, then Transporter shall
                    allocate available service in the constrained segment

<PAGE>

                    (exclusive of Backhaul and Exchange Transportation
                    service) according to the following allocation
                    procedure:

                              (1) First, Transporter shall accept all
                              nominations for service at Primary Receipt and
                              Delivery Point(s) under Gas Transportation
                              Contracts for Firm Reserved Service, including
                              nominations for transportation of "make up"
                              quantities in accordance with Sections 6 and 20.
                              For purposes of allocating mainline capacity
                              pursuant to this paragraph, any nomination for
                              service at an Alternate Receipt Point located
                              downstream of a Shipper's Primary Receipt Point

--------------------------------------------------------------------------------
 Issued on: September 17, 1997                 Effective: November 1, 1997
--------------------------------------------------------------------------------


 Sixth                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet                       shall be treated as a nomination for service
 No. 58                      at a Primary Receipt Point, up to the Shippers
                             Maximum Input Quantity at such upstream Primary
                             Receipt Point. For purposes of allocating mainline
                             capacity pursuant to this paragraph, any
                             nominations for service at an Alternate Delivery
                             Point located upstream of a Shippers Primary
                             Delivery Point shall be treated as a nomination for
                             service at a Primary Delivery Point, up to the
                             Shippers Maximum Equivalent Quantity at such
                             downstream Primary Delivery Point.

                             (2) Second, except as otherwise provided in
                             paragraph (1) above, Transporter shall accept all
                             nominations for service at Alternate Receipt and
                             Delivery Point(s) pursuant to Gas Transportation
                             Contracts for Firm Reserved Service under Part 284
                             of the Commission's Regulations. In the event
                             Transporter has insufficient capacity to render the
                             full level of service nominated, Transporter shall
                             pro-rate the allocation of available service based
                             on the highest percentage of the Maximum Demand
                             Rate for the service being provided. In applying
                             such criteria where a Negotiated Rate or Negotiated
                             Rate Formula is involved, the value assigned to a
                             request which includes a Negotiated Rate or
                             Negotiated Rate Formula shall be determined in
                             accordance with Section 32 of these General Terms
                             and Conditions and shall in no event exceed the
                             Recourse Rate. Shippers that are paying the same
                             rate for



<PAGE>

                             such service shall be allocated capacity on a
                             pro-rata basis.

                             (3) Third, Transporter shall accept all nominations
                             for service under Gas Transportation Contracts for
                             Interruptible Service up to the Maximum Input
                             Quantities and Maximum Equivalent Quantities
                             contained in such Gas Transportation Contracts. In
                             the event Transporter has insufficient capacity to
                             render the full level of interruptible service
                             nominated, Transporter shall allocate the
                             interruptible service available based on the
                             highest percentage of the Maximum Commodity Rate
                             for the service being provided. In applying such
                             criteria where a Negotiated Rate or Negotiated Rate
                             Formula is involved, the value assigned to a
                             request which includes a Negotiated Rate or
                             Negotiated Rate Formula shall be determined in
                             accordance with Section 32 of these General Terms
                             and Conditions and shall in no event exceed the
                             Recourse Rate. Shippers that are paying the same
                             rate for such service shall be allocated capacity
                             on a pro-rata basis.

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


Seventh                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet                       (4)   Fourth, Transporter shall authorize
 No. 59                      requests for "make-up" quantities under Gas
                             Transportation Contracts for Interruptible Service
                             pursuant to Sections 6 and 20 either by agreeing to
                             accept a "make-up" quantity at a Receipt Point or
                             by agreeing to deliver a "make-up" quantity to a
                             Delivery Point.

                             (5) Fifth, Transporter shall accept all timely
                             nominations for park and loan service and scheduled
                             OBA requests of 250 Dth or less.

                             (6) Sixth, Transporter shall accept park and loan
                             service nominations greater than 250 Dth and
                             requests for more than 250 Dth made by point
                             operators receiving service under OBAs; provided,
                             however, that the first twenty-five (25) MDT of
                             system linepack available each day for park and
                             loan service and scheduled OBA requests will be
                             reserved exclusively for unscheduled imbalances
                             with point operators (such twenty-five (25) MDT
                             quantity will be increased by three percent (3%) of
                             any mainline facility expansion), and provided

<PAGE>

                             further that Transporter shall consider
                             notifications from a point operator that, after
                             exhausting all other alternatives, it has been, or
                             reasonably expects to be, experiencing operating
                             conditions on its system that will require that
                             point operator to delay accepting delivery of
                             scheduled transportation quantities under
                             Transporter's RTS Rate Schedule.

                   Timely park and loan service nominations greater than 250 Dth
                   and requests for more than 50 Dth made by point operators
                   receiving service under OBAs will then be divided into two
                   categories; those which increase linepack and those which
                   decrease linepack. Within each category, Transporter shall
                   accept all such nominations and requests in the order in
                   which they were received by Transporter up to the capacity
                   available for that day, subject to the capacity provisions
                   stated above.

                   For the purpose of capacity allocation under Section 4.2(5)
                   and 4.2(6) above, a request will be considered to have been
                   received by Transporter at the earlier of: (i) for verbal
                   requests, the commencement time for the telephone call placed
                   to

--------------------------------------------------------------------------------
 Issued on: September 17, 1997                 Effective: November 1, 1997
--------------------------------------------------------------------------------


 Second                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet        Transporter's One Stop Operations Line; provided that the
No. 59A       verbal request is followed by a valid nomination within one
              hour, subject to the nomination deadlines set forth in Section 4.1
              of the General Terms and Conditions; (ii) for faxed nominations,
              the print time shown on the fax; and (iii) for electronic
              nominations, the time the nomination is posted on Transporter's
              Electronic Bulletin Board. All conversations on Transporter's One
              Stop Operations Line will be recorded to document the time of the
              request.

              Where multiple nominations have the same scheduling priority as
              determined by this Section 4.2, Transporter shall allocate
              capacity by the ranking provided by Shipper in accordance with
              Section 4.1.

                   4.3 Scheduling. By the time set forth in Section 4.8,
                   Transporter shall advise Shipper of the scheduled quantities
                   for the applicable day through either: (1) Transporter's
                   Electronic Bulletin Board or (2) via EDI. In the event that
                   Transporter determines in accordance with Section 4.2 above
                   that it is unable to accept all or any part of any Shipper's
                   nomination, Transporter shall advise Shipper of the level of
                   service, if any, that Transporter is prepared to make
                   available at each



<PAGE>

                   Receipt and Delivery Point or Parking and Loan Point under
                   each Gas Transportation Contract and/or Park and Loan Service
                   Contract with said Shipper. Forthwith after receiving such
                   advice from Transporter, Shipper may provide an Intra-day
                   nomination to Transporter which shall be no greater than the
                   service available for each Receipt and Delivery Point or
                   Parking and Loan Point. The least of Shipper's original
                   nomination, Transporter's response to that nomination, and
                   Shipper's Intra-day nomination for each Receipt and Delivery
                   Point shall be deemed to be (1) the Scheduled Input Quantity
                   and Scheduled Equivalent Quantity, respectively, for such
                   Receipt and Delivery Point, or (2) the Injection Quantity or
                   Withdrawal Quantity for such Parking Point or Loan Point.
                   Shipper shall arrange for the Scheduled Input Quantity to be
                   delivered to Transporter at each Receipt Point on such day.

--------------------------------------------------------------------------------
 Issued on: September 30, 1998                 Effective: November 2, 1998
--------------------------------------------------------------------------------


 Second                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet             At the end of each gas day, Transporter should provide
No. 59B            the final scheduled quantities for the just completed
                   gas day. With respect to the implementation of this process
                   via the 1.4.x scheduled quantity related standards,
                   Transporter should send an end of gas day Scheduled Quantity
                   document. Receivers of the end of gas day Scheduled Quantity
                   document can waive the Transporter's sending of the end of
                   gas day Scheduled Quantity document.

                   4.4 Late Nominations. Requests for service received after the
                   nomination deadlines set forth in Section 4.8 shall be
                   considered Late Nominations. Late Nominations will be
                   accommodated if they do not interfere with operation of
                   Transporter's system or Transporter's ability to render other
                   scheduled service. In the event capacity remains available on
                   Transporter's system after service has been nominated and
                   scheduled in accordance with Sections 4.1, 4.2, 4.3 and 4.4
                   above, or capacity becomes available either (i) due to
                   requests from Shippers which have previously scheduled
                   service to change such scheduled service, or (ii) due to
                   operational or weather situations which permit Transporter to
                   render additional service without compromising service
                   already scheduled, Transporter will accept Late Nominations
                   and shall endeavor, but shall not be obligated, to provide
                   service which implements such Late Nominations.

--------------------------------------------------------------------------------
 Issued on: July 1, 1999                         Effective: August 1, 1999
--------------------------------------------------------------------------------

<PAGE>


Seventh                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet             4.5   Pooling. If requested by a Shipper or supplier on
 No. 60            Transporter's system, Transporter will offer at least
                   one pool. Deliveries from Receipt Points should be able to be
                   delivered directly into at least one pool, and Delivery
                   Points should be able to receive quantities from at least one
                   pool, excluding non-contiguous facilities.

                   4.6 Intra-day Nominations. An Intra-day nomination is a
                   nomination submitted after the nomination deadline whose
                   effective time is no earlier than the beginning of the gas
                   day and runs through the end of that gas day. Intra-day
                   nominations may be used to nominate new supply or market.
                   Intra-day nominations can be used to request increases or
                   decreases in total flow, changes to receipt points, or
                   changes to delivery points of scheduled gas. All nominations,
                   including Intra-day nominations, should be based on a daily
                   quantity; thus, an intra-day nominator need not submit an
                   hourly nomination. Intra-day nominations should include an
                   effective date and time. The interconnected parties should
                   agree on the hourly flows of the Intra-day nomination, if not
                   otherwise addressed in Transporter's contract or tariff.
                   Intra-day nominations do not rollover (i.e. Intra-day
                   nominations span one day only). Intra-day nominations do not
                   replace the remainder of a standing nomination. There is no
                   need to re-nominate if Intra-day nomination modifies existing
                   nomination.

--------------------------------------------------------------------------------
 Issued on: July 1, 1999                         Effective: August 1, 1999
--------------------------------------------------------------------------------


 First                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet        4.7   Confirmation. (i) With respect to the timely
No. 60A       nomination/confirmation process at a receipt or delivery
              point, in the absence of agreement to the contrary, the lesser of
              the confirmation quantities should be the confirmed quantity. If
              there is no response to a Request For Confirmation or an
              unsolicited Confirmation Response, the lesser of the confirmation
              quantity or the previously scheduled quantity should be the new
              confirmed quantity.

              (ii) With respect to the processing of requests for increases
              during the intraday nomination/confirmation process, in the
              absence of agreement to the contrary, the lesser of the
              confirmation quantities should be the new confirmed quantity. If
              there is no response to a Request For Confirmation or an
              unsolicited Confirmation Response, the previously scheduled
              quantity should be the new confirmed quantity.
<PAGE>

              (iii) With respect to the processing of requests for decreases
              during the intraday nomination/confirmation process, in the
              absence of agreement to the contrary, the lesser of the
              confirmation quantities should be the new confirmed quantity, but
              in any event no less than the elapsed-prorated-scheduled quantity.
              If there is no response to a Request For Confirmation or an
              unsolicited Confirmation Response, the greater of the confirmation
              quantity or the elapsed-prorated-scheduled quantity should be the
              new confirmed quantity.

--------------------------------------------------------------------------------
 Issued on: September 30, 1998                 Effective: November 2, 1998
--------------------------------------------------------------------------------


 Second                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet        (iv)   With respect to 1.3.22 i, ii, and iii, if there is no
No. 60B       response to a Request for Confirmation or an unsolicited
              Confirmation Response, the Transporter shall provide the Shipper
              with the following information to explain why the nomination
              failed, as applicable:

                   (1) the Transporter did not conduct the confirmation;
                   (2) the Shipper is told by Transporter that the upstream
                   confirming party did not conduct the confirmation;
                   (3) the Shipper is told by Transporter that the upstream
                   Service Requester did not have the gas or submit the
                   nomination;
                   (4) the Shipper is told by Transporter that the downstream
                   confirming party did not conduct the confirmation;
                   (5) the Shipper is told by Transporter that the downstream
                   Service Requester did not have the market or submit the
                   nomination. This information should be imparted to the
                   Shipper on the Scheduled Quantity document.

              Elapsed-prorated-scheduled quantity means that portion of the
              scheduled quantity that would have theoretically flowed up to the
              effective time of the intraday nomination being confirmed, based
              upon a cumulative uniform hourly quantity for each nomination
              period affected.

--------------------------------------------------------------------------------
 Issued on: September 30, 1998                 Effective: November 2, 1998
--------------------------------------------------------------------------------


 Original                 GENERAL TERMS AND CONDITIONS (Continued)
   Sheet
No. 60B.01       The Explicit Confirmation process requires that the Confirming
                 Party respond to a Request for Confirmation or initiate an
                 unsolicited Confirmation Response. Absent
<PAGE>

                 mutual agreement to the contrary, Explicit Confirmation is the
                 default methodology.

                 When a previously confirmed and scheduled quantity is altered,
                 notification of such alteration should be provided to all of
                 the below that are affected: 1) Confirmation Requester in a
                 Confirmation Response (or unsolicited Confirmation Response as
                 applicable) document by the Confirming Party; 2) Confirming
                 Party in a Request for Confirmation document by the
                 Confirmation Requester; 3) Shipper(s) in a Scheduled Quantity
                 document by the applicable Confirming Party or Confirmation
                 Requester on whose system the Shipper(s) nomination(s) were
                 made.

                 Applicable notification(s) of such alterations should be
                 provided to the affected parties reasonably proximate in time
                 to the time during which the event causing the alteration was
                 acted upon by the Confirmation Requester or Confirming Party,
                 respectively. With respect to the implementation of this
                 process via the 1.4.x standards, Confirming Parties should send
                 the applicable document(s) to the applicable party(ies) no
                 later than the next time they are slated to communicate
                 confirmations or scheduled quantities (as applicable.)

                 When a Confirmation Requester receives a Confirmation Response
                 document from a Confirming Party by the conclusion of a given
                 quarter hour period, the Confirmation Requester will send to
                 the Confirming Party's designated site a corresponding
                 Confirmation Response Quick Response document by the conclusion
                 of the subsequent quarter hour period. The quarter hour periods
                 will be defined to begin on the hour and at 15, 30, and 45
                 minutes past the hour. A given quarter hour will contain all
                 transactions whose receipt time is less than the beginning of
                 the subsequent quarter hour.

                 Confirming Parties' nightly processing and routine maintenance
                 occurring outside of normal business hours are apt to interrupt
                 the normal schedule of confirmations/quick response turnaround
                 stated above. Such delays should be kept to a minimum. The
                 normal schedule should be resumed at the earliest opportunity
                 and no later than the start of normal working hours the
                 following day, seven days per week.

--------------------------------------------------------------------------------
 Issued on: July 1, 1999                         Effective: August 1, 1999
--------------------------------------------------------------------------------


Original                 GENERAL TERMS AND CONDITIONS (Continued)
 Revised
  Sheet            4.8   Nomination Cycles. The following are the standard
 No. 60C           nomination cycles:

                         (i) The Timely Nomination Cycle: 11:30 am for

<PAGE>

                         nominations leaving control of the nominating party;
                         11:45 am for receipt of nominations by Transporter;
                         noon to send Quick Response; 3:30 pm for receipt of
                         completed confirmations by Transporter from upstream
                         and downstream connected parties; 4:30 pm for receipt
                         of scheduled quantities by Shipper and point operator
                         (Central Time on the day prior to flow).

                         (ii) The Evening Nomination Cycle: 6:00 pm for
                         nominations leaving control of the nominating party;
                         6:15 pm for receipt of nominations by Transporter; 6:30
                         pm to send Quick Response; 9:00 pm for receipt of
                         completed confirmations by Transporter from upstream
                         and downstream connected parties; 10:00 pm for
                         Transporter to provide scheduled quantities to affected
                         shippers and point operators, and to provide scheduled
                         quantities to bumped parties (notice to bumped
                         parties), (Central Time on the day prior to flow).
                         Scheduled quantities resulting from an Evening
                         Nomination that does not cause another Shipper on
                         Transporter to receive notice that it is being bumped
                         should be effective at 9:00 am Central Time on the gas
                         day; and when an Evening Nomination causes another
                         Shipper on Transporter to receive notice that it is
                         being bumped, the scheduled quantities should be
                         effective at 9:00 am Central Time on the gas day.

                         (iii) The Intraday-1 Nomination Cycle: 10:00 am for
                         nominations leaving control of the nominating party;
                         10:15 am for receipt of nominations by Transporter;
                         10:30 am to send Quick Response; 1:00 pm for receipt of
                         completed confirmations by Transporter from upstream
                         and downstream connected parties; 2:00 pm for
                         Transporter to provide scheduled quantities to affected
                         Shippers and point operators, and to provide scheduled
                         quantities to bumped parties (notice to bumped
                         parties), (Central Time on the gas day). Scheduled
                         quantities resulting from Intraday-1 Nominations should
                         be effective at 5:00 pm Central Time on the gas day.

                         (iv) The Intraday-2 Nomination Cycle: 5:00 pm for
                         nominations leaving control of the nominating party;
                         5:15 pm for receipt of nominations by Transporter; 5:30
                         pm to send Quick Response; 8:00 pm for receipt of
                         completed confirmations by Transporter from upstream
                         and downstream connected parties; 9:00 pm for
                         Transporter to provide scheduled quantities to affected
                         Shippers and point operators (Central Time on the gas
                         day). Scheduled quantities resulting from Intraday-2
                         Nominations should be effective at 9:00 pm. Central
                         Time on the gas day. Bumping is not allowed during the
                         Intraday-2 Nomination Cycle.

--------------------------------------------------------------------------------
 Issued on: September 30, 1998                 Effective: November 2, 1998
--------------------------------------------------------------------------------

<PAGE>

 Third                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet             (v)   For purposes of Section 4.8 (ii) (iii) and (iv),
No. 60D            "provide" shall mean, for transmittals pursuant to
                   standards 1.4.x, receipt at the designated site, and for
                   purposes of other forms of transmittal, it shall mean send or
                   post.

                   With the exception of otherwise stated GISB nominations
                   deadlines, when a Transporter receives a Nomination document
                   from a Shipper by the conclusion of a given quarter hour
                   period, the Transporter will send to the Shipper's designated
                   site a corresponding Quick Response document by the
                   conclusion of the subsequent quarter hour period.

                   The quarter hour periods will be defined to begin on the hour
                   and at 15, 30, and 45 minutes past the hour. A given quarter
                   hour will contain all transactions whose receipt time is less
                   than the beginning of the subsequent quarter hour.

                   Transporter's nightly processing and routine maintenance
                   occurring outside of normal business hours are apt to
                   interrupt the normal schedule for nominations/quick response
                   turnaround stated above. Such delays should be kept to a
                   minimum. The normal schedule should be resumed at the
                   earliest opportunity and no later than the start of normal
                   working hours the following day, seven days per week.

              4.9 Bumping. Any Shipper who is bumped pursuant to Section 4.8
              shall be directly notified by Transporter at their primary
              telephone or facsimile number, as designated by Shipper, as well
              as through Internet e-mail. Upon request of Shipper, Transporter
              shall endeavor, but shall not be obligated, to notify Shipper at
              alternate numbers. Bumping that affects transactions on multiple
              transporters should occur at grid-wide synchronization times only.
              The daily grid-wide synchronization times for scheduled flow are
              9:00 a.m., 5:00 p.m., and 9:00 p.m.

--------------------------------------------------------------------------------
 Issued on: July 1, 1999                         Effective: August 1, 1999
--------------------------------------------------------------------------------


Original                 GENERAL TERMS AND CONDITIONS (Continued)
  Sheet
 No. 60E       5.   CURTAILMENT

               In the event that force majeure or other unforeseen circumstances
               require Transporter to curtail previously scheduled service
               through any pipeline segment, such curtailment shall be
               undertaken as follows:
<PAGE>

                    (a) First, Transporter shall curtail service to those
                    Shippers receiving park and loan service under the PAL Rate
                    Schedule or point operators receiving service under OBAs
                    which have requested more than 250 Dth day. Such services
                    shall be divided into two categories: those which increase
                    linepack and those which decrease linepack. Within each
                    category, to the extent necessary, Transporter will curtail
                    service to those Customers whose nominations and requests
                    adversely impact the operations of Transporter's system in
                    the reverse order in which such nominations and requests
                    were received; provided, however, that the last 25 MDT of
                    linepack flexibility available for park and loan service
                    will be reserved for unscheduled requests by point operators
                    that receive service under OBAs. Nominations or requests of
                    250 Dth or less shall be curtailed after all other
                    nominations for park and loan service and requests by point
                    operators receiving service under OBAs Balancing Agreements.

                    (b) Second, Transporter shall curtail service to those
                    Shippers receiving Service under the ITS Rate Schedule
                    paying the lowest percentage of the Maximum Commodity Rate
                    for the service being provided.

                    (c) Third, Transporter shall curtail service to those
                    Shippers receiving Service under the ITS Rate Schedule
                    paying the maximum rate for service on a pro rata basis.

                    (d) Fourth, Transporter shall curtail service to those
                    Shippers receiving service under the RTS Rate Schedules at
                    Alternate Receipt and Delivery Point(s) pursuant to Gas
                    Transportation Contracts for Firm Reserved Service under
                    Part 284 of the Commission's Regulations on a pro-rata
                    basis.

--------------------------------------------------------------------------------
 Issued on: July 1, 1999                         Effective: August 1, 1999
--------------------------------------------------------------------------------


 Second                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet                  (e)   Fifth, Transporter shall curtail service to
 No. 61                 Shippers receiving Service at Primary Receipt and
                        Delivery Point(s) under the RTS Rate Schedule, including
                        transportation of make-up quantities in accordance with
                        Sections 6 and 20, on a pro-rata basis.

                        For the purposes of curtailing capacity pursuant to this
                        Section 5, Transporter will assess the value of a
                        Negotiated Rate or a rate under a Negotiated Rate
                        Formula in accordance with the provisions of Section 32
                        of these General Terms and Conditions; such rate shall
                        in no event exceed the Recourse


<PAGE>

                        Rate.

              6.   BALANCING AND PENALTY PROVISIONS

              With respect to transportation services, Shipper shall endeavor to
              monitor and, if necessary, adjust deliveries and receipts of gas
              in order to maintain a daily balance of deliveries and receipts.
              Transporter shall not be obligated to receive or make available
              gas in excess of the Scheduled Input Quantities, nor shall
              Transporter be obligated to deliver to Shipper at the Delivery
              Point(s) quantities in excess of Scheduled Equivalent Quantities.
              Transporter will monitor, to the best of its ability, deliveries
              and receipts for each transportation transaction and, based upon
              information available, advise Shipper of any imbalance situation
              which has occurred or may occur unless corrective action is taken.
              Upon notification, Shipper shall endeavor to adjust deliveries and
              receipts to avoid any imbalance. Any adjustment to deliveries and
              receipts by Shipper, whether or not pursuant to notification from
              Transporter, shall be coordinated with Transporters Gas
              Transportation Department and in accordance with the scheduling
              procedures set forth in Section 4 above.

              If Shipper fails to maintain a balance of deliveries and receipts
              or inaccurately schedules deliveries and receipts, Transporter
              shall impose one or more of the imbalance or scheduling charges
              set forth in this section, as applicable.

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


Original                 GENERAL TERMS AND CONDITIONS (Continued)
  Sheet
 No. 62             6.1   Scheduling Penalty
                         (a) Receipt Point Scheduling. If on any day Shipper
                         delivers a quantity of gas to Transporter at any
                         Receipt Point which exceeds or falls short of the
                         Scheduled Input Quantity for such Receipt Point by the
                         greater of ten percent (10%) or 400 Dth, then Shipper
                         shall pay to Transporter an amount equal to the Maximum
                         Transportation Commodity Rate for service under the ITS
                         Rate Schedule for service to the zone in which the gas
                         is scheduled to be delivered for all quantities in
                         excess or which fall short of the Scheduled Input
                         Quantity more than the greater of ten percent (10%) or
                         400 Dth of the Scheduled Input Quantity for such
                         Receipt Point. Transporter may waive the penalty on a
                         basis which is not unduly discriminatory if, in the
                         exercise of its reasonable discretion, Transporter
                         determines that such excess or shortfall will not cause
                         operational difficulties or affect the integrity of
                         Transporters system or Transporters ability to
<PAGE>

                         render other scheduled service on such day.

                         (b) Delivery Point Scheduling. If on any day Shipper
                         takes delivery of a quantity of gas from Transporter at
                         any Delivery Point which exceeds or falls short of the
                         Scheduled Equivalent Quantity for such Delivery Point
                         by the greater of ten percent (10%) or 400 Dth, then
                         Shipper shall pay to Transporter an amount equal to the
                         Maximum Transportation Commodity Rate for service under
                         the ITS Rate Schedule for service to the zone in which
                         the gas is scheduled to be delivered for all quantities
                         in excess or which falls short of the Scheduled
                         Equivalent Quantity by more than the greater of ten
                         percent (10%) or 400 Dth of the Scheduled Equivalent
                         Quantity for such Delivery Point. Transporter may waive
                         the penalty on a basis which is not unduly
                         discriminatory if, in the exercise of its reasonable
                         discretion, Transporter determines that such excess or
                         shortfall will not cause operational difficulties or
                         affect the integrity of Transporters system or
                         Transporters ability to render other scheduled service
                         on such day.

                         (c) On any day on which Shipper may be liable for
                         Scheduling Penalties under both Sections 6.1 (a) and
                         6.1 (b) above, Transporter shall impose on Shipper only
                         the greater of the two penalties.

--------------------------------------------------------------------------------
 Issued on: March 22, 1993                    Effective: September 1, 1993
--------------------------------------------------------------------------------


 Second                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet             6.2   Balancing Penalty
 No. 63                 (a)   Daily Balancing. If on any day Shipper
                        delivers to "Transporter Input Quantities (less
                        applicable Measurement Variance/ Fuel Use
                        Quantities) at the Receipt Point (s) which are in
                        excess of or deficient by the greater of 400 Dth or
                        four percent (4%) of the Equivalent Quantities
                        taken by Shipper at the Delivery Point (s),
                        Transporter shall provide Shipper forty-eight hours
                        notification, or such lesser period of time as
                        reasonably required by Transporter to protect the
                        integrity of its system, to initiate corrective
                        action. In the event Shipper fails to initiate the
                        corrective action mutually agreed upon by Shipper
                        and Transporter's Gas Transporter shall charge
                        Shipper $.75 per Dth for any receipts which are in
                        excess or deficient by the greater of four percent
                        (4%) or 400 Dth of Deliveries. Shipper shall have
                        45 days after notification to reduce the cumulative
                        imbalance to zero.
<PAGE>

                        (b) Monthly Balancing. At least seven (7) days prior to
                        the end of each month Transporter will notify Shipper if
                        it appears that Receipts (less Measurement Variance/
                        Fuel Use Quantities) will be in excess of or deficient
                        by four percent (4%) or more of Deliveries. In the event
                        Shipper fails to agree upon the appropriate corrective
                        action to be implemented with Transporter's
                        Transportation Department within two (2) Gas Days after
                        notification, and / or fails to implement the corrective
                        action agreed upon, Transporter shall charge Shipper
                        $.75 per Dth for any Receipts (less Measurement
                        Variance/ Fuel Use Quantities) which are in excess of or
                        deficient by four percent (4%) of Deliveries.

                        Imbalances for any month that become apparent after the
                        time for notice has expired shall be considered as an
                        imbalance for the month following the month in which the
                        imbalance became apparent.

                   6.3 Overrun Penalty. If on any day Shipper takes delivery of
                   a quantity of gas from Transporter at any Delivery Point
                   which exceeds Shipper's Maximum Equivalent Quantity at such
                   Delivery Point by two percent (2%), then Shipper shall pay to
                   Transporter $2.50 for each Dth up to 50 Dth in excess of the
                   applicable Maximum Equivalent Quantity, and $25.00 per Dth
                   for any additional quantity of

--------------------------------------------------------------------------------
 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------


 Second                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet             unauthorized daily overrun taken by Shipper at such
 No. 64            Delivery Point. Transporter will waive this penalty on a
                   basis which is not unduly discriminatory if, in the exercise
                   of its reasonable discretion, Transporter determines that
                   such action by Shipper did not cause operational difficulties
                   or affect the integrity of Transporter's system or
                   Transporter's ability to render scheduled service on such
                   day.

                   6.4   Predetermined Allocation Method.

                              (a) Transporter may negotiate and enter into OBAs
                        with interstate pipelines, intrastate pipelines and
                        other entities. Transporter will not utilize
                        pre-determined allocations ("PDA") if Transporter has an
                        OBA in effect for a point. No difference balanced
                        in-kind shall be allocated to any Shipper at the Receipt
                        or Delivery Points covered by the OBA. PDA elements
                        should be

<PAGE>


                        standardized. Only one PDA allocation methodology
                        should be applied per allocation period.

                              (b) As used in this Section 4, a PDA is an
                        agreement by or among point operators, prior to the
                        beginning of the gas day, at a Receipt or Delivery Point
                        to allocate the difference between the scheduled daily
                        quantity and the actual daily flow of gas in a mutually
                        agreeable manner. Types of allocation methods include,
                        but are not limited to, ranked, pro rata, percentage and
                        swing. PDAs shall be provided by the interconnecting
                        operator, and for multi-tiered allocations, may be
                        provided by the upstream title holders or Shippers.
                        Interconnecting operators at Receipt Points shall
                        provide a PDA to allocate to upstream title holders.
                        Upstream title holders may provide a PDA to allocate to
                        the parties taking possession of their gas at a Receipt
                        Points. Shippers may provide a PDA to allocate to their
                        nominations at either Receipt or Delivery Points. Two
                        welded parties should agree on who submits a PDA
                        methodology and who allocates at the point before gas
                        flows. The upstream or downstream party providing the
                        point confirmation should submit the pre-determined
                        allocation to the allocating party after or during
                        confirmation and before start of gas day. The allocating
                        party should send back "confirmation" of receipt of the
                        pre-determined allocation within 15 minutes.

                              (c) If confirming parties cannot agree upon an
                        allocation methodology, "pro rata based upon confirmed
                        nominations" shall be used as the default method.

--------------------------------------------------------------------------------
 Issued on: July 2, 1997                         Effective: August 1, 1997
--------------------------------------------------------------------------------


 First                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet                  (d)   Changes to a PDA may be made prospectively
No. 64A                 during the month if such changes are approved by
                        Transporter. Only one PDA may be submitted per gas day.
                        Transporter may in its reasonable discretion make
                        retroactive reallocations of transactions to correct for
                        errors. Otherwise, no retroactive reallocations of any
                        transactions shall be permitted without the approval of
                        Transporter and the agreement of those Shippers with
                        service agreements affected by such retroactive
                        reallocations, provided that the agreement by such
                        affected Shippers shall not be unreasonably withheld.
<PAGE>

                        (e) PDAs shall remain in effect until a replacement PDA
                        is received from the interconnecting operator or
                        upstream title holder; provided, however, PDAs shall be
                        updated at the beginning of each month. For rank, swing,
                        or percentage PDAs, the PDA may need to be updated as
                        nominations change.

                   6.4 Allocation of Over and Under Deliveries. For each day in
                   which Transporter receives gas from or delivers gas to
                   multiple Shippers at a common Receipt or Delivery Point in
                   which the quantities received or delivered exceed or fall
                   short of the sum of the Scheduled Input or Scheduled
                   Equivalent Quantities for such day, Shippers whose volumes
                   are commingled at such Delivery or Receipt Point shall have
                   the obligation to inform Transporter as to the allocation of
                   such volumes. Transporter shall allocate volumes in
                   accordance with Operational Balancing Agreements with the
                   operator of the common Receipt or Delivery Point to the
                   extent Operational Balancing Agreements are in effect at such
                   points.

                   6.5 Penalty Provisions Inapplicable. No monthly imbalance
                   charge shall be assessed unless Transporter has notified
                   Shipper that an imbalance has occurred or will occur without
                   corrective action and Shipper has failed to take action in
                   coordination with Transporter's gas dispatchers which
                   corrects such imbalance within thirty (30) days of
                   notification. Transporter will not assess imbalance or
                   scheduling penalties in the event Shipper's failure to take
                   corrective action or Shipper's failure to correctly schedule
                   gas deliveries is caused by Transporter's actions,
                   interruption of gas supply or transportation service upstream
                   of Transporter's facilities, or force majeure conditions as
                   defined in Sections 20 and 21 hereof. Transporter will also
                   waive any scheduling penalties that might have

--------------------------------------------------------------------------------
 Issued on: September 17, 1997                 Effective: November 1, 1997
--------------------------------------------------------------------------------


 Second                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet             otherwise been incurred by a Shipper who was bumped in
No. 64B            accordance with the provisions of Section 4.8 hereof.
                   The waiver of scheduling penalties shall apply only for the
                   day(s) on which services were bumped. No imbalance penalty
                   shall be imposed when a prior period adjustment applied to
                   the current period causes or increases a current monthly
                   penalty. In addition, Transporter will not assess imbalance
                   or scheduling penalties against any Shipper during any period
                   in which an OBA is in effect at that Shipper's Receipt and
                   Delivery Point. Overrun

<PAGE>

                   penalties shall apply during the periods in which OBAs are in
                   effect at the relevant Delivery Point(s) only if (i) there is
                   an overall overrun at the Delivery Point and (ii) such
                   overrun causes operational difficulties or affects the
                   integrity of Transporter's System or Transporter's ability to
                   render scheduled service. Upon

--------------------------------------------------------------------------------
 Issued on: November 13, 1998                  Effective: November 2, 1998
--------------------------------------------------------------------------------


 First                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet             giving or receiving notice of the termination of any
 No. 65            effective OBA, Transporter shall promptly notify all
                   Shippers via posting on its Electronic Bulletin Board, and
                   will provide written notification of the giving or receiving
                   of such notice to the affected shippers by fax or overnight
                   mail. In any month in which Shipper may be liable for both
                   Daily and Monthly Imbalance Penalties, the sum of the excess
                   and deficiency quantities for which Shipper has been assessed
                   a Daily Penalty shall be deleted from excess or deficient
                   quantities used in calculating the monthly penalty. In
                   calculating excess and deficient quantities, Transporter
                   shall take into consideration (1) make-up quantities used
                   pursuant to Transporter's notification to correct any excess
                   or deficiency in receipt and deliveries and (2) for purposes
                   of assessing imbalance charges, any offsetting excess or
                   deficiency in deliveries under other transportation contracts
                   between Transporter and Shipper.

                   6.6 Penalty Provisions Not Exclusive. Nothing in this Section
                   6 shall limit Transporter's right to take such action as may
                   be required to adjust deliveries and receipts in order to
                   alleviate conditions which threaten the integrity of its
                   system, nor prevent Transporter from exercising any other
                   legal remedies which may be available.

                   6.7 Crediting of Overrun Penalty Revenues. In the event that
                   Transporter assesses and collects overrun penalties in
                   accordance with the provisions of this Section 6, such
                   revenues, in excess of Transporter Overrun Costs, (such
                   excess revenues herein referred to as "Excess Overrun
                   Revenues") shall be credited to the bills of Rate Schedule
                   RTS Shippers who did not receive scheduled service as a
                   result of the associated overruns. If more than one Rate
                   Schedule RTS Shipper was unable to receive scheduled service
                   as a result of such overruns, then the Excess Overrun
                   Revenues shall be credited among such Shippers based on the
                   ratios of the scheduled quantity of gas each Shipper was
                   unable to receive under Rate Schedule RTS divided by the
                   total scheduled quantities of gas that all Shippers were

<PAGE>

                   unable to receive under Rate Schedule RTS.

                   Rate Schedule RTS Shippers entitled under this Section 6.7 to
                   Excess Overrun Revenue credits shall receive such credits to
                   their Rate Scheduled RTS bills for the month

--------------------------------------------------------------------------------
 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------


  Sub.                   GENERAL TERMS AND CONDITIONS (Continued)
 First
Revised            following the month in which the later of the following
 Sheet             events occurs:
 No. 66
                        (a)   Transporter collects the associated overrun
                        penalties from all Shippers responsible for the
                        overrun; and

                        (b)   Transporter reasonably is able to determine
                        the total amount of all Transporter Overrun Costs.

                   6.8 Crediting of Scheduling and Balancing Penalty Revenues.
                   In the event that Transporter assesses upon and / or collects
                   from any affiliate of Transporter scheduling or balancing
                   penalties in accordance with the provisions of this Section
                   6, such revenues shall be credited to the bills of all Rate
                   Schedule RTS Shippers, except the affiliate of Transporter
                   responsible for the penalty, based on the ratio of the
                   Maximum Equivalent Quantity of each such Shipper to the sum
                   of the Maximum Equivalent Quantities of all such Shippers for
                   each day on which such a penalty is imposed. Rate Schedule
                   RTS Shippers entitled to credits under this Section 6.8 shall
                   receive such credits to their credits to their Rate Schedule
                   RTS bills for the month following the month in which
                   Transporter collects the associated scheduling and balancing
                   penalties.

              7.   DELIVERY AND RECEIPT POINTS

                   7.1 Receipt Points. Transporter shall make available to each
                   Shipper one or more Primary Receipt Points, the exact number
                   and location to be determined by mutual agreement between
                   Transporter and Shipper. The Primary Receipt Point(s) at
                   which Transporter will accept gas from Shipper or for
                   Shippers account shall be those set forth on Schedule 1
                   appended to the Gas Transportation Contract(s) between
                   Transporter and Shipper, or other mutually agreeable points.
                   Such Schedule 1 shall also set forth the Maximum Input
                   Quantity and minimum receipt pressures applicable to each
                   such Primary Receipt Point. Subject to the availability of
                   capacity, all other receipt points within the same Zone or
                   any downstream Zone shall be available as Alternate Receipt
                   Point(s) for Shippers receiving service pursuant to Gas

<PAGE>

                   Transportation Contracts for Firm Reserved Service under Part
                   284 of the Commissions Regulation up to the Shippers Maximum
                   Input Quantity at its Primary Receipt Point(s), except as
                   otherwise provided in Section 28.20 with respect to segmented
                   capacity releases.

--------------------------------------------------------------------------------
 Issued on: January 15, 1997                    Effective: January 1, 1997
--------------------------------------------------------------------------------


Original                 GENERAL TERMS AND CONDITIONS (Continued)
  Sheet
 No. 66A           7.2 Additions and Deletions of Primary Receipt Points.
                   Effective Schedule 1 appended to each Gas Transportation
                   Contract between Transporter and Shipper under Part 284 of
                   the Commissions Regulation may be revised from time-to-time
                   in order to reflect additions or deletions of Primary Receipt
                   Points or changes in the Maximum Input Quantities or minimum
                   receipt pressures applicable to such Primary Receipt Points.
                   Additions or deletions of Primary Receipt Points and/or
                   changes in the Maximum Input Quantities or receipt pressures
                   applicable to Primary Receipt Points hereunder shall not be
                   considered new transactions if the total of Shippers Maximum
                   Input Quantities at all Primary Receipt Points for the same
                   character of transportation service shall not be increased.

--------------------------------------------------------------------------------
 Issued on: July 19, 1993                     Effective: September 1, 1993
--------------------------------------------------------------------------------


 Third                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet             7.3   Delivery Points.
 No. 67            Transporter shall make available to each Shipper one or more
                   Primary Delivery Points, the exact number and location to be
                   determined by mutual agreement between Transporter and
                   Shipper. The Primary Delivery Point(s) at which Transporter
                   will make gas available to or on behalf of Shipper shall be
                   those set forth on Schedule 2 appended to the Gas
                   Transportation Contract(s) between Transporter and Shipper,
                   or other mutually agreeable points. Such Schedule 2 shall
                   also set forth the Maximum Equivalent Quantity and maximum
                   and minimum delivery pressures applicable to each such
                   Primary Delivery Point. Subject to the availability of
                   capacity, all other delivery points within the same Zone or
                   any upstream Zone shall be available as Alternate Delivery
                   Point(s) for Shippers receiving service pursuant to Gas
                   Transportation Contracts, for Firm Reserved Service under
                   Part 284 of the Commissions Regulations up to the Shippers
                   Maximum Equivalent Quantity at its Primary Delivery Point(s).
<PAGE>

                   7.4 Additions and Deletions of Primary Delivery Points.
                   Effective Schedule 2 appended to each Gas Transportation
                   Contract between Transporter and Shipper under Part 284 of
                   the Commissions Regulations may be revised from time-to-time
                   in order to reflect additions or deletions of Primary
                   Delivery Points or changes in the Maximum Equivalent
                   Quantities or minimum delivery pressures applicable to such
                   Primary Delivery Points. Additions or deletions of Primary
                   Delivery Points and/or changes in the Maximum Equivalent
                   Quantities or delivery pressures applicable to Primary
                   Delivery Points hereunder shall not be considered new
                   transactions if the total of Shippers Maximum Equivalent
                   Quantities at all Primary Delivery Points for the same
                   character of transportation service shall not be increased.

                   7.5 Primary Receipt and Delivery Points To Be Added Only
                   Where Capacity Available. Shippers may only add a Primary
                   Delivery or Primary Receipt Point for service under an RTS
                   Rate Schedule if sufficient firm capacity is available at
                   that point there are no pending requests for firm service at
                   that point.

                   7.6   [RESERVED FOR FUTURE USE]

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


 Second                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet             7.7   Parking and Loan Points. Subject to the
 No. 68            availability of capacity, Shippers receiving park and
                   loan services under Rate Schedule PAL may nominate any
                   Receipt or Delivery Point on Transporters system as a Parking
                   Point or Loan Point.

              8.   UNIFORM PRESSURE AND QUANTITY

                   8.1 Delivery Pressure To Receipt Point or Parking Point. The
                   delivery pressure of natural gas delivered to a Receipt Point
                   or Parking Point shall not be less than the minimum pressure
                   set forth for the Receipt Point or Parking Point on the
                   effective Schedule 1 appended to the Gas Transportation
                   Contract or Park and Loan Service Contract between
                   Transporter and Shipper.

                   8.2 Delivery Pressure To Delivery Point or Loan Point. The
                   delivery pressure of natural gas made available by
                   Transporter to or on behalf of Shipper at a Delivery Point or
                   Loan Point shall not be less than the minimum pressure set
                   forth for each Delivery Point or Loan Point on the effective
                   Schedule 2 appended to the Gas

<PAGE>

                   Transportation Contract or Park and Loan Service Contract
                   between Transporter and Shipper, nor shall Transporter be
                   obligated to make deliveries at pressures greater than those
                   set forth in Schedule 2.

                   8.3 Uniform Quantities. Shipper shall deliver and receive gas
                   in uniform daily quantities during any month and in uniform
                   hourly quantities during any day as nearly as possible at
                   uniform hourly rates, provided, however, that Transporter
                   shall permit Shippers to take delivery of gas at 120 percent
                   of the uniform hourly quantity for up to three (3)
                   consecutive hours twice in any twenty four (24) hour period;
                   provided, however, that the second three (3) hour period
                   shall not begin less than eight (8) hours after the end of
                   the first three (3) hour period. Any other departure from
                   uniform hourly quantities shall be allowed on a best efforts
                   basis only.

              9.   QUALITY

                   9.1   Heating Value. The gas to be delivered to
                   Transporter at the Receipt Point (s) and made available
                   to or on behalf of Shipper at the Delivery Point (s)
                   under this

--------------------------------------------------------------------------------
 Issued on: March 29, 1996                          Effective: May 1, 1996
--------------------------------------------------------------------------------


Original                 GENERAL TERMS AND CONDITIONS (Continued)
  Sheet
 No. 69             Tariff shall be natural gas having a total heating
                    value of not less than 950 Btus per cubic foot, unless
                    Transporter and Shipper otherwise agree.

                    9.2. Freedom From Objectionable Matter. The natural gas to
                    be delivered to Transporter at the Receipt Point(s) and made
                    available to or on behalf of Shipper at the Delivery
                    Point(s) under this Tariff shall be commercially free (at
                    prevailing pressure and temperature) from objectionable
                    odors, dust and other solid or liquid matters which might
                    interfere with its merchantability or cause injury to or
                    interference with proper operation of the lines, regulators,
                    meters or other appliances through which it flows, and shall
                    not contain levels of the following contaminants higher than
                    specified below:

                         (a)   Sulfur/Hydrogen Sulfide

                         Not more than twenty grains of total sulfur nor more
                         than one grain of hydrogen sulfide per one hundred
                         cubic feet;

                         (b)   Oxygen
<PAGE>

                         Not more than two-tenths of one percent (0.2%) by
                         volume of oxygen, and Shipper shall make every
                         reasonable effort to keep the gas free of oxygen;

                         (c)   Carbon Dioxide and Nitrogen

                         Not more than four percent (4%) by volume of a combined
                         total of carbon dioxide and nitrogen components;
                         provided, however, that the total carbon dioxide
                         component shall not exceed three percent (3%) by
                         volume;

                         (d)   Entrained Water

                         Shall not contain more than four pounds (4 lbs.) of
                         entrained water per million cubic feet, at a pressure
                         base of fourteen and seventy-three hundredths (14.73)
                         pounds

--------------------------------------------------------------------------------
 Issued on: March 22, 1993                    Effective: September 1, 1993
--------------------------------------------------------------------------------


 First                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet                  per square inch and a temperature of sixty (60)
 No. 70                 degrees Fahrenheit as determined by dew-point
                        apparatus approved by the Bureau of Mines or such other
                        apparatus as may be mutually agreed upon.

                        (e)   Polychlorinated Biphenyl (PCB)

                        Shall not contain more than 0.1 part PCB per billion
                        parts natural gas. Shipper shall make every reasonable
                        effort to keep the gas free of PCB.

                   9.3 Temperature. The natural gas to be delivered to
                   Transporter at the Receipt Point(s) and made available to or
                   on behalf of Shipper at the Delivery Point(s) under this
                   Tariff shall have a temperature of not more than one hundred
                   twenty (120) degrees Fahrenheit.

                   9.4 Failure To Conform To Specifications. If the gas offered
                   for delivery to Transporter at the Receipt Point(s) or
                   Parking Point(s) or made available to or on behalf of Shipper
                   at the Delivery Point(s) or Loan Point(s) shall fail at any
                   time to conform to any of the specifications set forth in
                   Sections 9.1, 9.2 or 9.3, then the party receiving such gas
                   (the receiving party) shall notify the other party (the
                   tendering party) of such deficiency and thereupon the
                   receiving party may at its option refuse to accept such gas
                   pending correction by the tendering party. Upon the tendering
                   partys failure promptly to remedy any deficiency the
                   receiving party may accept such gas and may make changes
                   necessary

<PAGE>


                   to bring such gas into conformity with such specifications,
                   and the tendering party shall reimburse the receiving party
                   for any reasonable expense incurred by it in effecting such
                   changes. In no event shall the failure of any gas offered for
                   delivery to Transporter by Shipper or for Shippers account to
                   conform to any of the specifications set forth in Sections
                   9.1, 9.2 or 9.3 relieve Shipper of Shippers obligation to pay
                   Transportation Demand Charges, if applicable. In no event
                   shall the failure of any gas made available to or on behalf
                   of Shipper at any Delivery Point(s) or Loan Point(s) to
                   conform to any of the specifications set forth in Sections
                   9.1, 92. or 9.3 relieve Shipper of Shippers obligation to pay
                   the Transportation Commodity Charges or any applicable park
                   and loan service charges and, if applicable, Transportation
                   Demand Charges.

--------------------------------------------------------------------------------
 Issued on: November 30, 1995                   Effective: January 1, 1996
--------------------------------------------------------------------------------


Original                 GENERAL TERMS AND CONDITIONS (Continued)
  Sheet
 No. 71        10.   MEASUREMENT

               The volume and the total heating value of the gas delivered to
               Transporter at the Receipt Point(s) and made available to or on
               behalf of Shipper at the Delivery Point(s) shall be determined
               as follows:

                    10.1   Unit of Measurement. The unit of gas, for the
                    purpose of measurement, shall be one (1) Mcf.

                    10.2 Heating Value Per Cubic Foot. The total heating value
                    of the gas per cubic foot shall be determined for any month
                    by taking the weighted average of the heating values as
                    recorded each day by a calorimeter or as determined by
                    chromatographic analysis of a sample of gas collected daily
                    during the month, or any other method mutually agreed upon
                    by Shipper and Transporter.

                    10.3 Determination of Dekatherms Delivered. The dekatherms
                    delivered shall be determined by multiplying the Mcf
                    delivered by the ratio of the Btu per cubic foot delivered
                    to 1,000. For purposes of this determination, the specific
                    gravity and heating value shall be determined at
                    approximately the same time.

                    10.4 Determination of Temperature. The temperature of the
                    gas passing through each meter shall be determined for any
                    day by the continuous use of a recording thermometer so
                    installed that it may properly record the temperature of the
                    gas flowing through each meter. The arithmetical average of
                    the temperature recorded each day shall be used in computing
                    gas quantities.
<PAGE>

                    10.5 Specific Gravity. The specific gravity of the gas shall
                    be determined by the use of a recording gravitometer, which
                    shall be checked at least once each month, or any other
                    method mutually agreed upon by Shipper and Transporter.

                    10.6 Deviation From Boyles Law. The deviation of the natural
                    gas from Boyles Law shall be determined by the use of the
                    table of formulas published by the American Gas Association
                    Par Research Project NX-19 corrected for carbon dioxide and
                    nitrogen, or any superseding applicable tables

--------------------------------------------------------------------------------
 Issued on: March 22, 1993                    Effective: September 1, 1993
--------------------------------------------------------------------------------


Original                 GENERAL TERMS AND CONDITIONS (Continued)
  Sheet
 No. 72             published by the American Gas Association.
                    Determinations of the molecular percentage of N2 and
                    CO2 in the gas shall be made within thirty (30) days
                    after commencement of deliveries and at least quarterly
                    thereafter. The molecular percentage of N2 and CO2 thus
                    determined will be used to determine the
                    supercompressiblity factors during the ensuing period,
                    with corrections for specific gravity, temperature and
                    pressure.

               11.   MEASURING EQUIPMENT

                    11.1 Measuring Station. Transporter will install, maintain
                    and operate at its expense, at or near the Delivery
                    Point(s), a measuring station properly equipped with meters,
                    and other necessary measuring equipment by which the volume
                    of natural gas made available to or on behalf of Shipper
                    shall be measured and determined in accord with Section 9 of
                    these General Terms and Conditions.

                         (a)   Orifice Meters. Orifice meters, if used, shall be
                         installed, and gas quantities computed, in accordance
                         with American National Standard Bulletin ANSI/API 2530,
                         Orifice Metering Of Natural Gas, dated June 1979, and
                         any modification and amendments thereof, and shall
                         include the use of flange connections and straightening
                         vanes.

                         (b)   Diaphragm or Turbine Meters. Diaphragm or
                         turbine meters, if used, shall be installed, and
                         gas quantities computed, in accordance with
                         generally accepted industry practices.

                         (c)  Electronic Flow Computers. If the use of
                         electronic or other types of flow computers is mutually
                         agreeable to Transporter and Shipper,

<PAGE>

                         they shall be installed, and quantities calculated in
                         accordance with generally accepted industry practices.

                         (d)  New Measurement Techniques. If at any time a new
                         method or technique is developed with respect to gas
                         measurement or the determination of the factors used in
                         such gas measurement, such new method or technique may
                         be substituted upon mutual agreement thereto by the
                         parties.

--------------------------------------------------------------------------------
 Issued on: March 22, 1993                    Effective: September 1, 1993
--------------------------------------------------------------------------------


 Second                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet             11.2   Check Measuring Equipment. Shipper may install,
 No. 73            maintain and operate, at its own expense, such check
                   measuring equipment as desired, provided that such equipment
                   shall be so installed as not to interfere with the operation
                   of Transporter's measuring equipment at or near any Delivery
                   Point.

                   11.3 Measurement Statements. Transporter shall prepare
                   monthly measurement statements on or before the fifth (5th)
                   Business Day of each month for all quantities transported by
                   Transporter during the preceding month.

                   11.4 Right To Be Present. Transporter and Shipper shall have
                   the right to have representatives present at the time of any
                   installing, reading, cleaning, changing, repairing,
                   inspecting, testing, calibrating, or adjusting done in
                   connection with the other's measuring equipment used in
                   measuring or checking the measurement of deliveries of gas
                   under any Gas Transportation Contract or Park and Loan
                   Service Contract between Transporter and Shipper. The records
                   from such measuring equipment shall remain the property of
                   their owner, but upon request each will submit to the other
                   its records and charts, together with calculations therefor,
                   for inspection and verification, subject to return within
                   thirty (30) days after receipt thereof.

                   11.5 Care Required. All installations of measuring equipment
                   applying to or affecting deliveries of gas shall be made in
                   such manner as to permit an accurate determination of the
                   quantity of gas delivered and ready verification of the
                   accuracy of measurement. Reasonable care shall be exercised
                   by both parties in the installation, maintenance and
                   operation of pressure regulating equipment so as to prevent
                   any inaccuracy in the determination of the volume of gas
                   delivered under any Gas Transportation Contract or Park and
                   Loan Service Contract.
<PAGE>

                   11.6 Calibration and Test of Meters. The accuracy of
                   Transporter's measuring equipment shall be verified by
                   Transporter at reasonable intervals, and if requested, in the
                   presence of representatives of Shipper, but Transporter shall
                   not be required to verify the accuracy of such equipment more
                   frequently than once in any thirty (30) day period. In the
                   event either party shall notify the other that it desires a
                   special test of any measuring equipment the parties shall
                   cooperate to secure a prompt verification of the accuracy of
                   such equipment. The expense of any such special test, if
                   called for, shall be borne by Shipper if the measuring
                   equipment tested is found not to be in error by more than two
                   percent (2%).

--------------------------------------------------------------------------------
 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------


 First                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet             If, upon test, any measuring equipment, including
 No. 74            recording calorimeters, is found to be in error by not
                   more than two percent (2%), pervious recording of such
                   equipment shall be considered accurate in computing
                   deliveries of gas, but such equipment shall be adjusted at
                   once to record accurately.

                   If, upon test, any measuring equipment shall be found to be
                   inaccurate by an amount exceeding two percent (2%), at a
                   recording corresponding to the average hourly rate of flow
                   for the period since the last preceding test, then any
                   previous recordings of such equipment shall be corrected to
                   zero error for any period which is known definitely but in
                   case the period is not known or agreed upon, such correction
                   shall be for a period extending over one-half of the time
                   elapsed since the date of last test, not to exceed a period
                   of sixteen (16) days.

                   11.7   Correction Of Metering Errors -- Failure Of
                   Meters. In the event a meter is out of service, or
                   registering inaccurately, the volume of gas delivered
                   shall be determined:

                        (a)   by using the registration of any check meter
                        or meters, if installed and accurately registering;
                        or, in the absence of (a);

                        (b)   by correcting the error if the percentage of
                        error is ascertainable by calibration, tests, or
                        mathematical calculation; or in the absence of both
                        (a) and (b), then;

                        (c)   by estimating the quantity of delivery by
                        deliveries during periods under similar conditions when
                        the meter was registering accurately.
<PAGE>

                   11.8 Preservation of Metering Records. Transporter and
                   Shipper shall each preserve for a period of at lease three
                   (3) years all test data, charts and other similar records.

--------------------------------------------------------------------------------
 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------


 Second                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet
 No. 75        12.  GAS RESEARCH INSTITUTE ADJUSTMENT, FERC ANNUAL CHARGE
                    ADJUSTMENT AND DEFERRED ASSET SURCHARGE

                   12.1 GRI Adjustment. The rates set forth in the RTS and ITS
                   Rate Schedules shall be adjusted from time to time to reflect
                   collections to fund the research, development and
                   demonstration programs of the Gas Research Institute (GRI) in
                   accordance with the procedures herein specified.

                        (a) The GRI Adjustment shall apply to all services
                        hereunder except transportation for gas which is
                        purchased from or transported by another interstate
                        pipeline and is subject to a GRI rate adjustment charge
                        in its effective FERC Gas Tariff and park and loan
                        services.

                        (b) The current GRI Adjustment shall be the unit amount,
                        adjusted as necessary for heating value and pressure
                        base, which has been approved by the most recent order
                        of the FERC approving GRIs research, development and
                        demonstration program.

                        (c) Within fifteen (15) days of the receipt of revenues
                        under the GRI Adjustment, Seller shall remit to GRI the
                        amounts collected, less any amounts properly payable to
                        a Federal, state or local authority relating to such
                        revenues.

                   12.2 ACA Adjustment. The rates set forth in the RTS, ITS and
                   PAL Rate Schedules shall be adjusted from time to time to
                   reflect the annual charge assessed Transporter by the FERC
                   pursuant to Order No. 472 or any other superseding rule or
                   order.

                        (a) The current ACA Adjustment shall be the unit amount,
                        adjusted as necessary for heating value and pressure
                        base, which the FERC orders to be effective for the
                        fiscal year commencing on the effective date of the
                        adjustment.

                        (b) Transporter shall retain all revenues collected
                        under this Section 12.2. Except as

<PAGE>

                        provided by this Section 12.2 Transporter shall not have
                        the right to seek to recover in any proceeding under
                        Section 4(e) of the Natural Gas Act any such costs
                        recorded in its FERC Account No. 928.

                        (c) The ACA Adjustment shall not apply to volumes parked
                        or loaned by Transporter if such volumes are also
                        transported by Transporter and subject to an ACA rate
                        adjustment charge for such transportation.

--------------------------------------------------------------------------------
 Issued on: November 30, 1995                   Effective: January 1, 1996
--------------------------------------------------------------------------------


Original                 GENERAL TERMS AND CONDITIONS (Continued)
  Sheet
 No. 75A            12.3   Deferred Asset Surcharge. The rates set forth in
                    Rate Schedules RTS and ITS shall be adjusted from time
                    to time to reflect the collection by Transporter of the
                    amortization of a deferred regulatory asset (Deferred
                    Asset), comprised of the net of certain operating costs
                    and revenues related to the phasing in of Transporters
                    services during its initial year of operations, plus
                    associated carrying charges, as established and
                    approved by orders of the Federal Energy Regulatory
                    Commission, dated March 11, 1991, May 23, 1991, and
                    December 21, 1992, in Docket Nos. CP89-634-004, et al.
                    Transporter shall be entitled to amortize the beginning
                    Deferred Asset balance of $3,573,597 over a period of
                    nineteen (19) years commencing November 1, 1992.
                    Transporter shall file with the Federal Energy
                    Regulatory Commission revised tariff sheets and
                    supporting working papers to reflect changes in the
                    Deferred Asset Surcharge, in accordance with this
                    Section 12.3, to become effective November 1 of each
                    year during the 19-year amortization period.

                         (a) The Deferred Asset Surcharge shall be calculated on
                         an annual basis, for the 12-month period commencing
                         November 1, by dividing the Annual Requirement
                         allocated to each of Transporters Zones by the
                         corresponding Projected Throughput Quantity assigned to
                         such Zone, such that:

                         The Annual Requirement shall equal the sum of: (i)
                         $188,084, representing one years amortization of the
                         Deferred Asset; (ii) the aggregate of monthly carrying
                         charges for the surcharge year, computed in accordance
                         with paragraph (b) of this Section 12.3; and (iii) any
                         adjustment (positive or negative) representing the net
                         cumulative difference between each prior years Annual
                         Requirement, used as the basis for a previously
                         effective Deferred Asset Surcharge, and the
                         recalculation of such prior years Annual

<PAGE>

                         Requirement pursuant to paragraph (c) of this Section
                         12.3.

                         The Annual Requirement shall be allocated to
                         Transporters Zones pursuant to the interzone allocation
                         factors used in deriving Transporters then-effective
                         rates.

                         The Projected Throughput Quantity attributable to each
                         of Transporters Zones shall equal the product of (i)
                         the sum of the demand entitlements of all firm Shippers
                         for such Zone under long-term contracts (more than 30
                         days) as of the date of the filing; multiplied by (ii)
                         the applicable load factor used in deriving
                         Transporters then-effective rates.

--------------------------------------------------------------------------------
 Issued on: November 29, 1993                  Effective: November 1, 1993
--------------------------------------------------------------------------------


 Second                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet                  (b)   Carrying charges shall be computed on the
No. 75B                 unamortized ending monthly Deferred Asset balance,
                        net of the unamortized portion of associated deferred
                        income taxes. Associated deferred income taxes shall be
                        computed using the composite income tax rate used in
                        deriving Transporter's then- effective rates. Carrying
                        charges shall be computed at an interest rate equal to
                        the weighted-average cost of debt percentage used in
                        deriving Transporter's then-effective rates.

                        (c) For purposes of reflecting an adjustment in a
                        current year's Annual Requirement, a prior year's Annual
                        Requirement shall be recalculated to reflect any change
                        in Transporter's interzone allocation factors,
                        Transporter's weighted-average cost of debt,
                        Transporter's imputed composite income tax rate, or
                        Transporter's system load factor, if, and to the extent
                        that, such changed components were used to derive
                        Transporter's effective rates during such prior year, or
                        were otherwise reflected in Transporter's rates and
                        charges for such prior year pursuant to a final,
                        non-appealable order issued by the Federal Energy
                        Regulatory Commission in a Section 4 rate proceeding.

                   12.4   RESERVED FOR FUTURE USE.

--------------------------------------------------------------------------------
 Issued on: March 24, 2000                       Effective: March 24, 2000
--------------------------------------------------------------------------------

<PAGE>

 Third                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet        12.5   Transportation Cost Rate Adjustment. Pursuant to the
No. 75C       Commission's Order issued on July 29, 1998 in Docket No.
              RP97-126, Transporter's base transportation rates (exclusive of
              all surcharges) set forth on Sheet No. 4 of this FERC Gas Tariff
              shall be periodically adjusted to reflect changes in charges
              incurred by Transporter for the transmission and compression of
              gas by others as reflected in Account No. 858 ("Account 858
              Costs"). On September 30 of each year Transporter shall file with
              the Commission a Transportation Cost Rate Adjustment (TCRA) to be
              effective each November 1 and applied to all maximum RTS and ITS
              rates as shown on Sheet No. 4 of this FERC Gas Tariff.

                   (a)   Determination of TCRA.

                        (i) The Current Transportation Costs (Demand and
                        Commodity) shall be Transporter's projected Account 858
                        Costs during the 12 months commencing with the effective
                        date of each TCRA filing, as adjusted for any credits or
                        debits in accordance with Section 12.5(b)(iv). The
                        Initial Transportation Costs (Demand and Commodity)
                        shall be the Account 858 Costs approved in Docket No.
                        RP97-126.

--------------------------------------------------------------------------------
 Issued on: March 24, 2000                       Effective: March 24, 2000
--------------------------------------------------------------------------------


  Sub.                   GENERAL TERMS AND CONDITIONS (Continued)
Original
  Sheet             (ii)   The Current Transportation Cost Rates (Demand
 No. 75D            and Commodity) shall be determined by dividing the
                    Current Transportation Costs by Transporter's projected
                    billing determinants for the twelve months commencing with
                    the effective date of each TCRA filing. The Initial
                    Transportation Cost Rates shall be determined by dividing
                    the Initial Transportation Costs by the applicable billing
                    determinants reflected in the rate design underlying
                    Transporter's base transportation rates approved in Docket
                    No. RP97-126.

                    (iii) The current TCRA (Demand and Commodity) shall be
                    determined by subtracting the Initial Transportation Cost
                    Rates from the Current Transportation Cost Rates.

               (b)   Unrecovered 858 Cost Account. Transporter shall
               establish and maintain an Unrecovered Transportation Cost
               Account for the collection of Account 858 Costs as a
               sub-account of FERC Account No. 186.

                    (i) Each month the Unrecovered Transportation Cost Account
                    shall be (1) debited by Transporter's actual Account 858
                    Costs and (2) credited by actual Account 858 Cost
                    collections, determined by multiplying

<PAGE>

                   Transporter's Current Transportation Cost Rates times the
                   corresponding actual billing determinants.

                    (ii) The Unrecovered Transportation Cost Account shall be
                    debited or credited, as appropriate, to reflect any refunds
                    received by, or surcharges incurred by Transporter which
                    relate to its Account 858 Costs.

                    (iii) Each month the Unrecovered Transportation Cost Account
                    shall be debited (in the event of a debit balance) or
                    credited (in the event of a credit balance) with interest,
                    calculated in accordance with the procedures set forth in
                    Section 154.501(d) of the Commission's regulations, on the
                    prior month's ending balance.

                    (iv) For each annual TCRA filing Transporter shall adjust
                    the Current Transportation Costs to reflect the Unrecovered
                    Transportation Account Balance (either positive or negative)
                    as of the month ending four (4) months prior to the
                    effective date of the filing.

               (c) Termination of Provision. At such time as the provisions of
               the TCRA are terminated, (a) any net credit balance in the
               applicable Account No. 186 sub-account for Unrecovered
               Transportation Costs shall be refunded to Shippers under Rate
               Schedules RTS and ITS, or (b) any net debit balance shall be due
               and payable by Shippers under Rate Schedules RTS and ITS. Such
               credits or debits will be allocated to the affected Shippers in
               proportion to their applicable billing determinants during the
               preceding twelve months.

--------------------------------------------------------------------------------
 Issued on: September 15, 1998                  Effective: August 31, 1998
--------------------------------------------------------------------------------


Original                 GENERAL TERMS AND CONDITIONS (Continued)
  Sheet
 No. 75E            12.6   Voluntary Contributions to GRI. In addition to
                    any payments made by Shippers under the GRI Adjustment
                    mechanism set forth in Section 12.1, Shippers may make
                    voluntary contributions to GRI. Such contributions will
                    be collected by the Transporter through a "check the
                    box" approach, reflected on its invoices. Shippers
                    wishing to make a voluntary contribution to GRI during
                    any given month shall fill out the election form (which
                    shall be made available via the Internet) and shall
                    remit such voluntary contribution to Transporter as
                    specified on that form. Contributing Shippers shall
                    specify the amount they are voluntarily contributing to
                    GRI and may specify the projects or project areas to be
                    funded. The amounts collected pursuant to the "check
                    the box" procedure will not be part of Transporter's
                    rates, and the Commission will not review or approve
                    any such amounts or projects. Within fifteen (15) days

<PAGE>


                    of the receipt of any voluntary contributions,
                    Transporter shall remit to GRI the amounts collected,
                    and shall indicate to GRI the amounts applicable to
                    specific projects or project areas, if so indicated by
                    Shippers.

--------------------------------------------------------------------------------
 Issued on: October 30, 1998                    Effective: January 1, 1999
--------------------------------------------------------------------------------


 Fourth                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet        13.   BACKHAUL AND EXCHANGE TRANSPORTATION
 No. 76
              Transporter will provide Backhaul and Exchange Transportation
              service pursuant to Rate Schedule RTS at rates to be negotiated
              between zero and the applicable Maximum Transportation Commodity
              Rate and zero and the applicable Maximum Transportation Demand
              Rate, and will provide Backhaul and Exchange Transportation
              service pursuant to Rate Schedule ITS at rates to be negotiated
              between zero and the applicable Maximum Transportation Commodity
              Rate, as such rates are set forth on Sheet No. 4 of Transporter's
              currently effective FERC Gas Tariff. Backhaul and Exchange
              Transportation service on a no-fee basis shall be available where
              such service is mutually beneficial to both Shipper and
              Transporter and provides substantially equal benefits to both
              parties. Examples of Backhaul and Exchange Transportation service
              which may be beneficial to Transporter include Backhaul and
              Exchange Transportation service which, under then existing
              operating conditions, will assist in elimination of capacity
              bottlenecks and improve Transporter's ability to transport gas.
              Backhaul and exchange service shall be available on a
              non-discriminatory basis.

              14.   BILLINGS AND PAYMENTS

                   14.1 Monthly Billing Date. The imbalance statement should be
                   rendered prior to or with the invoice, and the transportation
                   invoice should be prepared on or before the 9th Business Day
                   after the end of the production month. Rendered is defined as
                   postmarked, timstamped, and delivered to the designated site.
                   All amounts due from Shipper for the preceding month should
                   be determined according to the measurement, computations and
                   charges provided in this Tariff, the Gas Transportation
                   Contract, and any Park and Loan Service Contract between
                   Transporter and Shipper. At points where OBA's exist,
                   invoiced quantities shall be based on scheduled quantities.

                   14.2 Monthly Payment Date. Shipper shall pay Transporter, at
                   a bank designated by Transporter, so that payment is received
                   and Transporter has available funds therefrom on or before
                   the twentieth (20th) day of each month, the full amount
                   billed by Transporter to

<PAGE>

                   Shipper under Section 14.1 for the immediately preceding
                   month. Such payment shall not be considered overdue if the
                   twentieth (20th) day of the month is a Saturday, Sunday, or
                   National

--------------------------------------------------------------------------------
 Issued on: July 2, 1997                         Effective: August 1, 1997
--------------------------------------------------------------------------------


Original                 GENERAL TERMS AND CONDITIONS (Continued)
  Sheet
 No. 76A            Holiday, and Transporter receives payment on the next
                    succeeding Business Day.

--------------------------------------------------------------------------------
 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------


 Second                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet             14.3   Remedies For Nonpayment.
 No. 77
                          (a) Charge For Late Payment:

                        Should Shipper fail to pay any or all of the amount of
                        any bill as herein provided when such amount is due,
                        Shipper shall pay a Charge for Late Payment which shall
                        be included by Transporter on the next regular monthly
                        bill rendered to Shipper. Such Charge for Late Payment
                        shall be determined by multiplying (a) the unpaid
                        portion of the bill, by (b) the ratio of the number of
                        days from the due date to the date of actual payment to
                        365, by (c) the applicable rate of interest calculated
                        in accordance with Section 154.501 (d) of the
                        Commission's regulations.

                           (b) Suspension of Service:

                        If such failure to pay continues for thirty (30) days
                        after payment is due, Transporter, in addition to any
                        other remedy it may have under the Gas Transportation
                        Contract or any Park and Loan Service Contract, may,
                        after any required application to and authorization by
                        the FERC, suspend further transportation of

--------------------------------------------------------------------------------
 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------


 First                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet                  gas or park and loan service until such amount is

<PAGE>


 No. 78                 paid; provided, however, that Transporter shall
                        notify Shipper and, if required, the FERC in writing
                        twenty (20) days and ten (10) days prior to such
                        suspension that continued failure to pay will result in
                        suspension of service.

                          (c) Termination Of Contract:

                        If such default continues for thirty (30) additional
                        days, Transporter may thereafter, in addition to any
                        other remedy it may have under a Gas transportation
                        Contract or Park and Loan Service Contract, terminate
                        said contract in accordance with the provisions of
                        Section 21 hereof, subject to any appropriate regulatory
                        authorization; provided, however, that Transporter shall
                        notify Shipper and, if required, the FERC in writing
                        twenty (20) days and ten (10) days prior to such action
                        that continued failure to pay will result in termination
                        of said contract.

                          (d) Good Faith Disputes:

                        If Shipper in good faith shall dispute the amount of any
                        bill or part thereof and shall pay to Transporter such
                        amounts as it concedes to be correct, and at any time
                        within thirty (30) days after a demand made by
                        Transporter shall furnish good and sufficient surety
                        bond, guaranteeing payment to Transporter of the amount
                        ultimately found due upon such bills after a final
                        determination which may be reached either by agreement
                        or judgment of the courts, as may be the case, then
                        Transporter shall not be entitled to seek to suspend
                        further delivery of gas nor terminate the Gas
                        Transportation Contract or Park and Loan Service
                        Contract as outlined above unless and until default be
                        made in the conditions of such bond.

                        (e)   Adjustment Of Underpayment, Overpayment Or
                        Error In Billing:

                        If it shall be found that at any time or times Shipper
                        has been overcharged or undercharged in any form
                        whatsoever under the provisions of the Gas
                        Transportation Contract or Park and Loan Service
                        Contract and Shipper shall have actually paid the bills
                        containing such overcharge or undercharge, then within
                        thirty (30) days after the final determination thereof,
                        Transporter shall refund the amount of any such
                        overcharge, and Shipper shall pay the amount of any such
                        undercharge; provided, however, that interest calculated
                        in accordance with


--------------------------------------------------------------------------------
<PAGE>


 Issued on: November 30, 1995                   Effective: January 1, 1996
--------------------------------------------------------------------------------


 Second                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet                  Section 14.3 (a) shall apply to any undercharge not
 No. 79                 paid and to any overcharge not returned within
                        thirty (30) days from the date of Transporter's
                        notification to Shipper of the amount of the undercharge
                        or overcharge. Measurement data corrections should be
                        processed within 6 months of the production month with a
                        3-month rebuttal period. The time limitation for
                        disputes of allocations should be 6 months from the date
                        of the initial month-end allocation with a 3-month
                        rebuttal period. Prior period adjustment time limits
                        should be 6 months from the date of the initial
                        transportation invoice and 7 months from date of initial
                        sales invoice with a 3-month rebuttal period, excluding
                        government-required rate changes. These standards shall
                        not apply in the case of deliberate omission or
                        misrepresentation or mutual mistake of fact. Parties'
                        other statutory or contractual rights shall not
                        otherwise be diminished by this standard.

                            (f) Right Of Examination:

                        Both Transporter and Shipper shall have the right to
                        examine at any reasonable time the books, records and
                        charts of the other to the extent necessary to verify
                        the accuracy of any statement, chart, or computation
                        made under or pursuant to the provisions of this Tariff,
                        the Gas Transportation Contract, or the Park and Loan
                        Service Contract between Transporter and Shipper.

              15.   POSSESSION OF GAS

                   15.1 Control and Possession. As between the parties to the
                   Gas Transportation Contract, Transporter shall be deemed to
                   be in control and possession of the gas deliverable
                   thereunder from the time it is delivered to Transporter at
                   the Receipt Point (s) until it shall have been made available
                   to or on behalf of Shipper at the Delivery Point (s). Prior
                   to the time such gas is delivered to Transporter at the
                   Receipt Point (s) and after such gas is made available to or
                   on behalf of Shipper at the Delivery Point (s), Shipper shall
                   be deemed to be in control and possession thereof.

                   As between the Parties to the Park and Loan Service
                   Contract, Transporter shall be deemed to be in control
                   and

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

<PAGE>

 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------


 First                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet
No. 79A            possession of the gas (1) that is parked pursuant to Rate
                   Schedule PAL from the time it is delivered to Transporter at
                   a Parking Point(s) until it shall have been made available to
                   or on behalf of Shipper at that point(s); and (2) that is
                   loaned pursuant to Rate Schedule PAL prior to the time that
                   the gas is made available to Shipper at a Loan Point(s) and
                   after Shipper redelivers the gas to Transporter at that
                   point(s). Prior to the time gas subject to park and loan
                   service is delivered to Transporter at a Parking Point(s) and
                   after such gas is made available to or on behalf of Shipper
                   at that point(s), or after gas loaned to Shipper is made
                   available to Shipper at a Loan Point(s), and before it is
                   redelivered to Transporter, Shipper shall be deemed in
                   control and possession thereof.

                   15.2 Responsibility. Shipper shall have no responsibility
                   with respect to any gas deliverable under a Gas
                   Transportation Contract or Park and Loan Service Contract
                   after it is delivered to Transporter at the Receipt Point(s)
                   or Parking Point(s), or after it is delivered to Transporter
                   at a Loan Point(s) as a payback of a loan, until it is made
                   available to or on behalf of Shipper at the Delivery Point(s)
                   or Parking Point(s), or on account of anything which may be
                   done, happen or arise with respect to such gas after it is
                   delivered to Transporter at the Receipt Point(s), Parking
                   Point(s) or Loan Point(s) and before it is made available to
                   or on behalf of Shipper at the Delivery Point(s) or
                   redelivered to the Shipper at the Parking Point(s); and
                   Transporter shall have no responsibility with respect to such
                   as before it is delivered to Transporter at the Receipt
                   Point(s) or Parking Point(s) or after it is made available to
                   or on behalf of Shipper at the Delivery Point(s) or Loan
                   Point(s); or redelivered to Shipper at the Parking Point(s)
                   or on account of anything which may be done, happen or arise
                   with respect to such gas before it is delivered to
                   Transporter at the Receipt Point(s) or Parking Point(s), or
                   made available to Transporter as a payback of a loan, and
                   after it is made available to or on behalf of Shipper at the
                   Delivery Point(s) or Loan Point(s) or redelivered to Shipper
                   at the Parking Point(s).

                   15.3 Right To Commingle. From the time gas is delivered to
                   Transporter at the Receipt Point(s), Transporter shall have
                   the unqualified right to commingle such gas with other gas in
                   Transporter's natural gas transmission system.
<PAGE>

--------------------------------------------------------------------------------
 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------


Original                 GENERAL TERMS AND CONDITIONS (Continued)
  Sheet
 No. 79B       16.   WARRANTY OF TITLE TO GAS

               Except as otherwise provided herein, it is expressly understood
               that title to all natural gas tendered to Transporter at the
               Receipt Point(s) for transportation or at a Parking Point for
               parking service shall be held by Shipper. It is further
               understood that Shipper will indemnify Transporter and

--------------------------------------------------------------------------------
 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------


 First                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet        save it harmless from all suits, actions, debts, accounts,
 No. 80       damages, costs, losses and expenses arising from or out of
              claims of any or all persons to the said gas or to royalties,
              taxes, license fees or charges thereon resulting from breach of
              this warranty.

              In addition, except as otherwise provided herein, it is expressly
              understood that Transporter will have title to any gas loaned to
              Shipper pursuant to Rate Schedule PAL. It is further understood
              that Transporter will indemnify Shipper and save it harmless from
              all suits, actions, debts, accounts, damages, costs, losses and
              expenses arising from or out of claims of any or all persons to
              the said gas or to royalties, taxes, license fees or charges
              thereon resulting from breach of this warranty.

              Transporter hereby expressly disclaims that it has or will have
              title to any gas to be transported to or on behalf of Shipper or
              to be parked by Shipper pursuant to Rate Schedule PAL.

              17.   OPERATING INFORMATION AND ESTIMATES

                   17.1 Shipper To Provide Information. Shipper shall endeavor
                   to provide Transporter with all information and material in
                   the possession of or reasonably accessible to Shipper and
                   required by Transporter to calculate and verify Shippers
                   Input Quantity, Injection Quantity and/or Withdrawal Quantity
                   and the quantity of gas taken by Shipper at the Delivery
                   Point(s), redelivered by Transporter to Shipper at the
                   Parking Point(s) or redelivered by Shipper to Transporter at
                   the Loan Point(s) each day and to calculate and verify the
                   gross

<PAGE>


                   heating value, the quality specifications, and the components
                   of such quantities each day.

--------------------------------------------------------------------------------
 Issued on: November 30, 1995                   Effective: January 1, 1996
--------------------------------------------------------------------------------


 First                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet             17.2   Good Faith Estimates. At Transporters request,
 No. 81            any Shipper which has executed a Gas Transportation
                   Contract with Transporter wherein Transporter agrees to
                   transport gas on behalf of Shipper will furnish to
                   Transporter good faith estimates of the daily, monthly and
                   annual quantities of natural gas which Shipper desires
                   Transporter to transport for Shipper for at least two (2)
                   years in advance. Such estimates will be used for planning
                   purposes and will not substitute for the nomination
                   procedures outlined above. The information provided pursuant
                   to this section shall not be made available to Transporters
                   affiliates which are engaged in the marketing of gas unless
                   the information is posted simultaneously on Transporters
                   Electronic Bulletin Board.

              18.   OTHER OPERATING CONDITIONS.

                   18.1 Minimum Quantity Meterable. In no event shall
                   Transporter be required to accept a request for
                   transportation or park and loan service for a quantity of gas
                   which Transporter cannot meter with reasonable accuracy at
                   the Receipt or Delivery Point(s) or Parking or Loan Point(s)
                   for which Shipper is requesting service. If Shippers request
                   for transportation or park and loan service involves a
                   quantity which Transporter cannot meter with reasonable
                   accuracy at the requested Receipt or Delivery Point(s) or
                   Park and Loan Point(s), Transporter will promptly so inform
                   Shipper and advise Shipper of the minimum quantity that can
                   be metered with reasonable accuracy at the proposed Points.

                   18.2 Coordination With Other Parties. Shipper shall make all
                   necessary arrangements with other parties at or upstream of
                   the Receipt Point(s) or Parking Point(s) where natural gas
                   is delivered to Transporter by Shipper or for Transporters
                   system operations and coordinated with Transporters
                   dispatchers.

                   18.3 Facilities To Be In Place Prior To Request. Transporter
                   shall not be required to render transportation service on
                   behalf of Shipper in the event that all facilities necessary
                   to render such service do not exist at the time such service
                   is requested.

--------------------------------------------------------------------------------
 Issued on: November 30, 1995                   Effective: January 1, 1996

<PAGE>

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


 Second                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet             18.4   Reimbursement of Costs. Shipper shall reimburse
 No. 82            Transporter:

                        (a) For the costs of any facilities, other than
                        facilities included in Transporters general system,
                        installed by Transporter with Shippers consent to
                        receive, measure, transport or deliver natural gas for
                        the account of Shipper;

                        (b) For filing fees required in connection with the Gas
                        Transportation Contract (s) or a Park and Loan Service
                        Contract between Transporter and Shipper that
                        Transporter is obligated to pay to the FERC or any other
                        governmental authority having jurisdiction , exclusive
                        of generally applicable regulatory fees necessary for
                        rendition of Transporter service generally to all
                        customers; and

                        (c) For any and all occupation, sales tax, user fee, or
                        taxes or fees similar in nature or equivalent in effect
                        which are now or hereafter imposed or assessed against
                        Transporter by any lawful authority as a result of the
                        transportation of natural gas pursuant to the Gas
                        Transportation Contract (s) or the parking or loan of
                        gas pursuant to a Park and Loan Service Contract between
                        Transporter and Shipper, and which the Commission has
                        determined, after a Section 4 rate filing, to be
                        directly assignable to the specific service to be
                        rendered by Transporter on behalf of Shipper thereunder.

                        Any reimbursement due Transporter by Shipper pursuant to
                        this Section 18.4 shall be due and payable to
                        Transporter within ten (10) days of receipt by Shipper
                        of Transporters invoice (s) for same. Transporter shall
                        give Shipper notice of any new or changed reimbursement
                        under Section 18.4 (s) as soon as practicable after such
                        new or changed reimbursement becomes effective.

                   18.5 Shipper To Comply With All Terms. Transporter shall not
                   be required to render service on behalf of any Shipper which
                   on any day fails to comply with any or all of the terms of
                   the Gas Transportation Contract (s) or a Park and Loan
                   Service Contract, as applicable, between Transporter and
                   Shipper. Transporter may terminate service prior to the
                   expiration of a contract term only in the event of nonpayment
                   by Shipper in accordance with the provisions of Section 14.4
                   (c) of these General Terms and Conditions or pursuant to the
                   provisions of Sections 3.6 or 21.4 of these General Terms and

<PAGE>

                   Conditions.

--------------------------------------------------------------------------------
 Issued on: March 29, 1996                          Effective: May 1, 1996
--------------------------------------------------------------------------------


Original                 GENERAL TERMS AND CONDITIONS (Continued)
  Sheet
 No. 83        19.   CONSTRUCTION OF LATERAL FACILITIES POLICY

               Transporter may invest in lateral and appurtenant facilities
               necessary to increase service to existing Shippers or to allow
               Transporter to provide service to a new Shipper on a
               non-discriminatory basis under the following conditions:

                    (a) Annual service revenues generated from such new or
                    increased service shall be sufficient to at least equal the
                    cost of service associated with such facilities. Such cost
                    of service shall be calculated to include, without
                    limitation, the following:

                         (i)  the cost of service associated with transporting
                         gas to the proposed facilities on Transporters
                         mainline;

                         (ii) the incremental operating expenses Transporter may
                         incur in operating the proposed facilities, including
                         but not limited to administrative, operation and
                         maintenance, and ad valorem and other taxes consistent
                         with those reflected in Transporters most recent rate
                         filing;

                         (iii) the estimated capital cost of the proposed
                         facilities, which shall be calculated using the
                         following objective criteria: the cost of materials
                         shall be estimated based on recently obtained quotes
                         from major industry recognized materials sources, and
                         the cost of construction will be estimated based on
                         per-mile construction costs experienced by Transporter
                         during construction in areas with similar geographical,
                         geological and demographic characteristics, adjusted
                         for the year of the proposed construction and any
                         site-specific characteristics, which capital costs
                         shall be assumed to be depreciated over the life of the
                         proposed new service; and,

--------------------------------------------------------------------------------
 Issued on: March 22, 1993                    Effective: September 1, 1993
--------------------------------------------------------------------------------


 First                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet                  (iv)   a carrying charge on all capital costs for
 No. 84                 the proposed facilities equal to the pre-tax

<PAGE>


                        overall rate of return reflected in Transporters
                        most recent rate filing.

                   (b) The facilities will not increase or decrease Transporters
                   main line capacity or compromise the integrity of
                   Transporters pipeline system.

                   (c)   The necessary authorizations are obtained from
                   governmental bodies.

              Nothing in this policy statement shall require Transporter to file
              an application for a certificate of public convenience and
              necessity under Section 7 (c) of the Natural Gas Act. Nothing in
              this policy statement shall prevent Transporter from contesting an
              application for service filed pursuant to Section 7(a) of the
              Natural Gas Act. Transporter reserves the right to seek a waiver
              of the policy set forth herein, for good cause shown.

              20.   IMPAIRMENT OF DELIVERIES

                   20.1 Force Majeure. Service under this Tariff may be
                   interrupted or curtailed for reasons of force majeure, and
                   Transporter shall give Shipper notice as soon as reasonably
                   possible of such interruption or curtailment.

                   20.2 Routine Repair and Maintenance. Transporter shall have
                   the right to interrupt or curtail service in whole or in part
                   on all or a portion of its system from time to time to
                   perform routine repair, maintenance, and other construction
                   or testing procedures on Transporters system as necessary to
                   maintain operational capability on Transporters system or to
                   comply with applicable regulatory requirements. Transporter
                   shall exercise due diligence to schedule such activity so as
                   to minimize disruptions of service to Shippers.

--------------------------------------------------------------------------------
 Issued on: June 30, 1995                          Effective: July 1, 1995
--------------------------------------------------------------------------------


Original                 GENERAL TERMS AND CONDITIONS (Continued)
  Sheet
 No. 84A                 (a)   Annual Notices. No later than each March 31,
                         Transporter will post on its Electronic Bulletin
                         Board a projection of routine repair, maintenance,
                         and other construction or testing procedures
                         scheduled for the upcoming year, from April 1
                         through March 31, which are likely to affect
                         Transporters System Capacity. Transporter may in
                         good faith modify the projected schedule in any
                         manner, at any time during such year, and will
                         provide notice of any change in the schedule as
                         soon as possible after deciding to make such a
                         change. Transporter will have no liability if
                         actual activity does not conform to the projected

<PAGE>


                         annual schedule.

                         (b) Monthly Notices. At least ten (10) days prior to
                         the first day of each month, Transporter will post on
                         its Electronic Bulletin Board a schedule of repair,
                         maintenance and other construction or testing
                         procedures for such month which are likely to affect
                         Transporters System Capacity. Such notice will include
                         an estimate of the duration of the activity.
                         Transporter will have no liability if it must modify
                         the schedule or perform additional unscheduled routine
                         repair, maintenance and other construction or testing
                         procedures during the month.

                    20.3 Make-up Service. In the event interruption or
                    curtailment occurs, Shipper shall be given the opportunity
                    on a subsequent day or days to make-up such loss of service
                    provided that such make-up service shall not preclude or
                    interfere with the service priorities set forth in Section
                    4. In the event such make-up service is provided, Shipper
                    shall be obligated to pay the Transportation Commodity
                    Charge for such service under the applicable Rate Schedule.

               21.   FORCE MAJEURE AND REMEDIES

                    21.1   Relief From Liability. Neither Transporter nor
                    Shipper shall be liable in damages to the other for any
                    act, omission or circumstances occasioned by or in
                    consequence of any even constituting force majeure and,
                    except as otherwise

--------------------------------------------------------------------------------
 Issued on: June 30, 1995                          Effective: July 1, 1995
--------------------------------------------------------------------------------


Original                 GENERAL TERMS AND CONDITIONS (Continued)
  Sheet
 No. 85             provided in Section 21.2 the obligations of Transporter
                    and Shipper shall be excused during the period thereof
                    to the extent affected by such events of force majeure.
                    The term force majeure shall mean acts of God, strikes,
                    lockouts, acts of the public enemy, wars, blockades,
                    insurrections, riots, epidemics, landslides, lightning,
                    earthquakes, fires, storms, floods, washouts, arrests
                    and restraints of rulers and peoples, civil
                    disturbances, explosions, breakage or accident to
                    machinery or lines of pipe, line freezeups, the binding
                    order of any court or governmental authority which has
                    been resisted in good faith by all reasonable legal
                    means, and any other cause, whether of the kind herein
                    enumerated, or otherwise, and whether caused or
                    occasioned by or happening on account of the act or
                    omission of one of the parties to the Gas
                    Transportation Contract between Transporter and Shipper

<PAGE>


                    or some person or concern not a party thereto, which is
                    not within the control of the party claiming excuse and
                    which by the exercise of due diligence such party is
                    unable to prevent or overcome. A failure to settle or
                    prevent any strike or other controversy with employees
                    or with anyone purporting or seeking to represent
                    employees shall not be considered to be a matter within
                    the control of the party claiming excuse. Under no
                    circumstances will lack of finances be construed to
                    constitute force majeure.

                    21.2 Liabilities Not Relieved. Such causes or contingencies
                    affecting the performance of said Gas Transportation
                    Contract by either party, however, shall not relieve it of
                    liability in the event of its concurring negligence or in
                    the event of its failure to use due diligence to remedy the
                    situation and remove the cause in an adequate manner and
                    with all reasonable dispatch, nor shall such causes or
                    contingencies affecting the performance of said contract
                    relieve either party from its obligations to make payments
                    of amounts then due thereunder or relieve Shipper from its
                    obligation to pay the applicable demand charge thereunder,
                    nor shall such causes or contingencies relieve either party
                    of liability unless such party shall give notice and full
                    particulars of the same in writing to the other party as
                    soon as possible after the occurrence relied on. Shippers
                    obligation to pay applicable demand charges shall not be
                    suspended by any failure of Transporter to deliver gas to or
                    on behalf of Shipper for any reason or cause whatsoever,
                    whether or not described in this

--------------------------------------------------------------------------------
 Issued on: March 22, 1993                    Effective: September 1, 1993
--------------------------------------------------------------------------------


 First                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet             Section 21, except in the event that such failure is
 No. 86            caused by the negligence or intentional misconduct of
                   Transporter.

                   Transporter shall be obligated to refund demand charges
                   collected from firm shippers applicable to days in which firm
                   service is interrupted, if and to the extent that Transporter
                   is reimbursed for such demand charges through insurance
                   proceeds and such shipper is not recompensed for such demand
                   charges through any other primary insurance. Such refunds
                   shall be computed by allocating to each firm shipper for
                   which service was interrupted a pro rata share of the
                   attributable insurance proceeds received by Transporter based
                   on the proportion that the eligible amount of each such
                   shippers affected demand charge payments bears to the sum of
                   the eligible amounts of all such shippers

<PAGE>


                   affected demand charge payments. The affected demand charge
                   payments for each shipper shall be computed by multiplying
                   the daily applicable Transportation Demand Rate by the
                   quantity of gas not delivered by reason of the interruption
                   in firm service, not to exceed such shippers Maximum Input
                   Quantity. The eligible amount of such affected demand charge
                   payments shall be the portion of the affected demand charge
                   payments for which the shipper is not eligible to be
                   recompensed through other primary insurance. For purposes of
                   this paragraph, the applicable daily Transportation Demand
                   Rate applicable to the service that was interrupted by twelve
                   (12) and dividing the product by 365. Nothing herein shall
                   obligate a firm shipper to maintain primary insurance which
                   recompenses it, in whole or in part, for demand charges paid
                   on days when Transporter interrupts service.

                   21.3 Unavailability Of Firm Capacity. In the event
                   Transporter is unable, wholly or in part, to make capacity
                   available for transportation of the Maximum Input Quantities
                   to which all Shippers are entitled under their Gas
                   Transportation Contracts with Transporter on any day, then
                   Shipper shall be entitled to such proportion of the total
                   impaired transportation capacity as the sum of Shippers
                   Maximum Input Quantities for firm transportation service

--------------------------------------------------------------------------------
 Issued on: July 31, 1995                         Effective: July 31, 1995
--------------------------------------------------------------------------------


 First                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet             bears to the sum of the total Maximum Input Quantities
No. 86A            for firm transportation service of all Shippers affected
                   by the impairment of transportation capacity. Transporter
                   shall not bear any liability for any curtailment of service
                   to Shipper undertaken pursuant to the provisions of this
                   Section 21.3 due to one or more of the causes stated in
                   Section 21.1 or to routine maintenance of Transporters
                   system. To the extent that curtailment is caused by a matter
                   described in Section 21.2, any liability that Transporter may
                   have shall be limited to that set forth in that section.

                   21.4 Termination Of Gas Transportation Contract or Park and
                   Loan Service Contract. If either Transporter or Shipper shall
                   fail to perform any of the material covenants or obligations
                   imposed upon it by the Gas Transportation Contract or a Park
                   and Loan Service Contract, subject to the applicable
                   provisions of this Tariff, then in such event the other party
                   may at its option terminate said contract by proceeding as
                   follows: the party not in default shall cause a written
                   notice to be served on the party in default stating
                   specifically

<PAGE>

                   the cause for terminating the contract and declaring it to be
                   the intention of the party giving the notice to terminate the
                   same; thereupon the party in default shall have thirty (30)
                   days after the service of the aforesaid notice in which to
                   remedy or remove the cause or causes stated in the notice for
                   terminating the contract, and if within said period of thirty
                   (30) days the party in default does so remove and remedy said
                   cause or causes, then such notice shall be withdrawn and the
                   contract shall continue in full force and effect. In case the
                   party in default does not so remedy and remove the cause or
                   causes within said period of thirty (30) days, the contract
                   shall terminate; provided; however, that no termination shall
                   occur if the party in default has initiated action to cure
                   such material default but, despite its best efforts, has been

--------------------------------------------------------------------------------
 Issued on: November 30, 1995                   Effective: January 1, 1996
--------------------------------------------------------------------------------


 Second                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet             unable to complete cure within such thirty (30) day
 No. 87            period and is continuing its action to complete cure in
                   good faith beyond the end of the thirty (30) day period.
                   Except as specifically set forth in Article V of the Gas
                   Transportation Contract(s) or Park and Loan Service Contract
                   between Transporter and Shipper, the termination or
                   cancellation of any Gas Transportation Contract or Park and
                   Loan Service Contract shall be pursuant to the provisions of
                   this paragraph, shall be without prejudice to the right of
                   Transporter to collect any amounts then due to it for
                   services rendered prior to the time of cancellation, and
                   shall be without prejudice to the right of Shipper to receive
                   any services which have not been rendered but for which
                   Shipper has paid prior to the time of cancellation, and
                   without waiver of any remedy to which the party not in
                   default may be entitled for violations of the contract.
                   Nothing in this Section 21.4 shall affect any rights or
                   obligations which the parties may have with respect to
                   Section 7(b) of the Natural Gas Act.

              22.   NOTICES AND COMMUNICATION

              Any communication, notice, request, demand, statement or bill
              provided for in this Tariff, in a Gas Transportation Contract or
              in a Park and Loan Service Contract, or any notice which either
              Transporter or Shipper may desire to give to the other, that is
              offered in writing in lieu of transmittal via Transporters
              Electronic Bulletin Board, shall be considered as duly presented,
              rendered, or delivered when sent, if sent by telegram, cable,
              telecopy or telex; or, if sent by express mail service, shall be
              considered as duly presented one day after mailing; or, if prepaid
              registered or ordinary mail,

<PAGE>



              shall be considered as duly presented five (5) days after mailing.
              The material so sent shall be addressed to the pertinent party at
              its last known post office address, or at such other address as
              either party may designate.

--------------------------------------------------------------------------------
 Issued on: March 29, 1996                          Effective: May 1, 1996
--------------------------------------------------------------------------------


 First                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet        22A.   COMPLIANCE WITH THE MARKETING AFFILIATES RULE ORDER
 No. 88       NO. 497

              This section describes Transporters compliance with the
              requirements of 18 C.F.R. Section 250.16 (b).

                   1.   Shared Operating Personnel and Facilities

                   Transporter and its marketing affiliates have no shared
                   operating personnel or facilities.

                   Any changes to the terms of this Section will be filed with
                   FERC on a quarterly basis.

                   2.   Complaint Resolution

                   Transporter will attempt to resolve any complaints by
                   Shippers or potential Shippers without the necessity of a
                   written complaint. To this end, Shippers are encouraged to
                   attempt to resolve disputes informally with their designated
                   service representatives.

                   A formal complaint concerning any transportation services
                   offered by Transporter must specifically state that it is a
                   complaint under Order No. 497 and should be directed,
                   preferably in writing, to Herbert A. Rakebrand III, Manager,
                   Transportation and Marketing, at One Corporate Drive, Suite
                   600, Shelton, Connecticut 06484. Transporter will respond
                   initially to the complaint within 48 hours and in writing
                   within 30 days.

                   In addition, any person desiring information on the
                   availability, pricing or other terms of Transporters
                   transportation service should call the Transportation and
                   Marketing Department ((203) 926-1555).

--------------------------------------------------------------------------------
 Issued on: November 1, 1994                   Effective: December 1, 1994
--------------------------------------------------------------------------------


 First            GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet            [Sheet No. 89 Reserved for Future Use.]
 No. 89

<PAGE>


--------------------------------------------------------------------------------
 Issued on: November 1, 1994                   Effective: December 1, 1994
--------------------------------------------------------------------------------


 Second                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet        23.   MODIFICATION
 No. 90
              No modification of the terms and provisions of a Gas
              Transportation Contract or Park and Loan Service Contract shall be
              made except by the execution of written contracts signed by
              Transporter and Shipper.

              24.   NONWAIVER AND FUTURE DEFAULT

              No waiver by either Transporter or Shipper of any one or more
              defaults by the other in the performance of any provisions of a
              Gas Transportation Contract, Park and Loan Service Contract, the
              General Terms and Conditions or the applicable Rate Schedule shall
              operate or be construed as a waiver of any future default or
              defaults, whether of a like or of a different character. This
              provision shall not be interpreted as providing Transporter or
              Shipper with any powers or authorizations to grant or deny waivers
              over and above such powers as provided under the Commissions
              regulations and standard contract law.

              25.   SCHEDULES AND CONTRACT SUBJECT TO REGULATION

              This Tariff, including these General Terms and Conditions and the
              respective obligations of the parties under the Gas Transportation
              Contract(s) and/or Park and Loan Service Contract are subject to
              valid laws, orders, rules and regulations of duly constituted
              authorities having jurisdiction and are subject to change from
              time to time by addition, amendment or substitution as provided by
              law.

--------------------------------------------------------------------------------
 Issued on: November 30, 1995                   Effective: January 1, 1996
--------------------------------------------------------------------------------


 First                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet        26.   DESCRIPTIVE HEADINGS
 No. 91
              The descriptive headings of the provisions of this Gas Tariff are
              formulated and used for convenience only and shall not be deemed
              to affect the meaning or construction of any such provisions.

              27.   INCORPORATION IN RATE SCHEDULES AND GAS TRANSPORTATION
              CONTRACTS

              These General Terms and Conditions are incorporated in and

<PAGE>

              are a part of Transporters Rate Schedules, Gas Transportation
              Contracts and Park and Loan Service Contracts.

              28.   CAPACITY RELEASE PROVISIONS

                   28.1   Purpose. This Section 28 sets for the specific
                   terms and conditions applicable to Transporters
                   implementation of the capacity release program, as
                   provided by Order Nos. 636 and 636-A.

                   28.2   Definitions. For purposes of this Section 28, the
                   following definitions shall apply:

                        (a) Releasing Shipper. The term Releasing Shipper shall
                        mean any Shipper that has executed a Gas Transportation
                        Contract for Firm Reserved Service with Transporter and
                        that elects to release, on a temporary or permanent
                        basis, all or a portion of its firm capacity rights on
                        Transporters system, to another Shipper under the terms
                        and conditions set forth in this Section 28;

                        (b)   Replacement Shipper. The term Replacement
                        Shipper shall mean any Shipper that executes a Gas
                        Transportation Contract in the form prescribed by
                        this Tariff , acquiring capacity rights from a
                        Releasing Shipper;

                        (c) Prearranged Replacement Shipper. The term
                        Prearranged Replacement Shipper shall mean a Shipper
                        that has reached an agreement with a Releasing Shipper
                        to acquire its released capacity prior to the time that
                        the Releasing Shipper submits its Release Notice to
                        Transporter in accordance with the provisions of this
                        Section 28;

--------------------------------------------------------------------------------
 Issued on: November 30, 1995                   Effective: January 1, 1996
--------------------------------------------------------------------------------


 Fifth                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet
 No. 92                 (d) Successful Bidder. The term "Successful Bidder"
                        shall mean the Shipper that Transporter determines
                        submitted the highest bid in accordance with the
                        criteria specified in Sections 28.9 of this Tariff.

                        (e) Release Notice. The term "Release Notice" shall mean
                        the notice that a Releasing Shipper provides to
                        Transporter in accordance with the provisions of Section
                        28.6 of this Tariff; and

                        (f) Segment. The term "Segment" shall mean any Receipt
                        Point or Delivery Point or any portion of Transporter's
                        pipeline system between any such
<PAGE>

                        points.

                        (g) Capacity Release Offer Report or CROR. The terms
                        "Capacity Release Offer Report" or "CROR" shall mean a
                        report generated by Iroquois' EBB outlining the
                        information proprietary to a specific release of
                        capacity; and effective attachments to the Blanket
                        Capacity Release Agreement and the Blanket Gas
                        Transportation Contract for Firm Reserved Service with
                        Replacement Shipper.

                   28.3 Applicability. This Section 28 is applicable to any
                   Releasing Shipper transporting under Part 284 of the FERC's
                   Regulations, 18 C.F.R. Part 284, that has executed a Gas
                   Transportation Contract for Firm Reserved Service. Subject to
                   the terms of this Section 28, a Releasing Shipper shall have
                   the right to release any portion of its firm capacity on a
                   temporary or permanent basis along any segment of
                   Transporter's pipeline system located between the Primary
                   Receipt Point and the Primary Delivery Point, as set forth in
                   the Gas Transportation Contract between the Releasing Shipper
                   and Transporter, but only to the extent that the capacity so
                   released is acquired by another party pursuant to the
                   provisions of this Section 28. A Replacement Shipper may re-
                   release firm capacity it has acquired to a secondary
                   Replacement Shipper pursuant to the same terms and conditions
                   set forth in this Section 28 applicable to a Releasing
                   Shipper. This Section is also applicable to offers by
                   Shippers to assume or acquire capacity pursuant to Section
                   28.13 of this Tariff.

                   28.4 Minimum and Maximum Release Provisions. The following
                   minimum and maximum release provisions shall apply. Any
                   release of capacity under this Section 28 must be for a
                   period of at least one (1) day. The maximum term of any
                   release of firm capacity shall not exceed the term of
                   Releasing Shipper's Gas Transportation Contract. The maximum
                   volume of capacity released may not exceed on a daily basis
                   or over the term of the Replacement Shipper's Gas
                   Transportation Contract the

--------------------------------------------------------------------------------
 Issued on: April 15, 1998                         Effective: May 16, 1998
--------------------------------------------------------------------------------


 Fifth                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet             maximum capacity to which the Releasing Shipper has a
 No. 93            right under its Gas Transportation Contract.

                   28.5 Exceptions To Release Notice, Bidding and Allocation
                   Requirements of This Section 28. To qualify for exceptions to
                   the Release Notice, bidding, and

<PAGE>

                   allocation requirements, the Releasing Shipper must have
                   executed a Blanket Capacity Release Agreement, and the
                   Replacement Shipper must have executed a Blanket Gas
                   Transportation Contract for Firm Reserved Service with
                   Replacement Shippers pursuant to Section 28.11. Once all
                   contractual requirements have been met, the Releasing Shipper
                   shall notify Transporter of the terms of the proposed release
                   transaction via Transporter's Electronic Bulletin Board, or
                   via EDI, in accordance with that part of the timeline set
                   forth in Section 28.6(a) applicable to prearranged deals not
                   subject to bid. Transporter shall endeavor, but shall not be
                   obligated to administer Release Notices received in writing,
                   and any such notice must be received by Transporter at least
                   one Business Day prior to the desired nomination date. The
                   Releasing Shipper's notice to Transporter shall include all
                   information listed in Section 28.6(c)(i) -(vii), as well as
                   any other relevant terms of the proposed release transaction.
                   A CROR relevant to the Blanket Gas Transportation Contract
                   with Replacement Shipper and to the Blanket Capacity Release
                   Agreement may then be obtained from Transporter's EBB. The
                   CROR shall be activated and available for nomination in
                   accordance with the timeline set forth in Section 28.6(a).

                   A Releasing Shipper shall not rollover, extend or in any way
                   continue such a release unless (i) it satisfies the criteria
                   specified in Section 28.5(b), or (ii) it posts a Release
                   Notice and follows the bidding and allocation requirements of
                   this Section 28. A Releasing Shipper may not use the terms of
                   this Section 28.5(a) to re-release capacity on the same
                   Segment of the pipeline to a Prearranged Replacement Shipper
                   to which it has released capacity under the terms of Section
                   28.5(a) until twenty-eight (28) days after the earlier
                   release period under this Section 28.5(a) has ended, unless
                   the Releasing Shipper satisfies the criteria specified in
                   Section 28.5(b), or it posts a Release Notice and follows the
                   bidding and allocation

--------------------------------------------------------------------------------
 Issued on: July 2, 1997                         Effective: August 1, 1997
--------------------------------------------------------------------------------


 Second                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet             requirements of this Section 28. Nothing in the
No. 93A            preceding sentence shall preclude a Releasing Shipper
                   from releasing capacity on a different Segment of the
                   pipeline, which does not utilize or overlap the Segment on
                   which capacity previously was released, to such Prearranged
                   Replacement Shipper during the twenty-eight (28) day
                   restricted period.

                   In the following situations, the Releasing Shipper will

<PAGE>

                   not be required to post a Release Notice or to comply with
                   the bidding and allocation requirements of Sections 28.6,
                   28.7, 28.8, and 28.9 of this Tariff:

                        (a) Capacity Releases to Prearranged Replacement
                        Shippers for thirty-one (31) days or less. If a
                        Releasing Shipper has found a Prearranged Replacement
                        Shipper willing to acquire released capacity for a term
                        equal to or less than thirty-one (31) days, the
                        Releasing Shipper may, but need not, post a Release
                        Notice or comply with the bidding and allocation
                        requirement of this Section 28.

--------------------------------------------------------------------------------
 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------


 Third                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet                  (b)   Capacity Releases to Prearranged Replacement
 No. 94                 Shippers Offering to Pay the Maximum Rate that
                        Transporter is Authorized to Charge. If a Releasing
                        Shipper has found a Prearranged Replacement Shipper
                        willing to acquire the full amount of the capacity
                        released at the maximum rate Transporter is authorized
                        to charge, the Releasing Shipper need not post a Release
                        Notice or comply with the bidding and allocation
                        requirements of this Section 28.

--------------------------------------------------------------------------------
 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------


 Third                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet             28.6   Notice by Releasing Shipper of its Election to
 No. 95            Release Capacity and Timeline for Capacity Releases. Any
                   Releasing Shipper that elects to release all or a portion of
                   its firm capacity rights must first execute a Blanket
                   Capacity Release Agreement and then shall provide Transporter
                   with a Release Notice via Transporter's Electronic Bulletin
                   Board or EDI as set forth in Section 28.6 below. Transporter
                   shall tender the Blanket Capacity Release Agreement within
                   one (1) Business Day of receipt of written request for said
                   agreement. Transporter shall endeavor, but shall not be
                   obligated, to administer Release Notices received in writing,
                   and any such notice must be received by Transporter at least
                   one Business Day prior to the desired posting date. Any terms
                   and conditions listed in the Release Notice must be
                   non-discriminatory and consistent with Transporter's Tariff
                   and the Gas Transportation Contract with the Releasing
                   Shipper.
<PAGE>

                        (a) Timeline for Capacity Releases. The capacity release
                        timeline set forth in this Section 28.6 is applicable to
                        all parties involved in the capacity release process;
                        however, it is only applicable if 1) all information
                        provided by the parties to the transaction is valid and
                        the Replacement Shipper has been determined to be
                        creditworthy before the capacity release bid is
                        tendered, and 2) there are no special terms or
                        conditions of the release.

                        The timeline for short-term releases (less than 5
                        months) is as follows:

                           + Offers should be tendered by 1:00 P.M. on the
                             day before nominations for short-term releases
                             (less than 5 months);

                           + open season ends no later than 2 P.M. on the
                             day

--------------------------------------------------------------------------------
 Issued on: July 2, 1997                         Effective: August 1, 1997
--------------------------------------------------------------------------------


Original                 GENERAL TERMS AND CONDITIONS (Continued)
  Sheet
 No. 95A                      before nominations are due (envaluation
                              period begins at 2 P.M. during which
                              contingency is eliminated, determination of
                              best bid is made, and ties are broken);

                            + evaluation period ends at 3 P.M.;

                            + match or award is communicated by 3 P.M.;

                            + match response by 4 P.M.;

                            + award posting by 5 P.M.;

                            + posting of pre-arranged deals not subject to
                              bid by 9 A.M. the day of nominations;

                            + contract tendered with contract # by 10 A.M.;
                              contract executed; nomination possible for
                              next day gas flow. (Central Time)

                         The timeline for longer term releases (five months or
                         more):

                            + Offers should be tendered by 1:00 P.M. four
                              Business Days before award for long-term
                              releases;

                            + open season ends no later than 2 P.M. on the
                              day before nominations are due (open season
                              is three Business Days)
<PAGE>

                            + evaluation period begins at 2 P.M. during
                              which contingency is eliminated,
                              determination of best bid is made, and ties
                              are broken;

                            + evaluation period ends at 3 P.M.;

                            + match or award is communicated by 3 P.M.;

                            + match response by 4 P.M.;

                            + award posting by 5 P.M.;

                            + posting of pre-arranged deals not subject to
                              bid by 9 A.M. the day of nominations;

                            + contract tendered with contract # by 10 A.M.;
                              contract executed; nomination possible for
                              next day gas flow. (Central Time)

--------------------------------------------------------------------------------
 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------


Original                 GENERAL TERMS AND CONDITIONS (Continued)
  Sheet
 No. 95B                 (b)   Where there is no Prearranged Replacement
                         Shipper, the Release Notice shall provide the
                         following information:

                              (i) the Releasing Shipper's legal name and DUNS
                              number, the number of its Gas Transportation
                              Contract, the phone number, fax number, E-mail
                              address, and the name(s) of the person(s) entering
                              and authorizing the release;

--------------------------------------------------------------------------------
 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------


Substitute                GENERAL TERMS AND CONDITIONS (Continued)
  Second
  Revised                       (ii)   the maximum and minimum quantity of
   Sheet                        firm daily capacity that the Releasing
  No. 96                        Shipper elects to release stated in
                                Dth/day; for the purposes of this provision
                                if a Releasing Shipper which contracts for
                                capacity in Mcf/d, wishes to release all of
                                its capacity for a period of more than one
                                month, it shall convert the maximum
                                quantity of firm daily capacity to be
                                released from Mcf to Dth by making one Mcf
                                equal to one Dth;

<PAGE>

                                (iii) the Receipt and Delivery Point(s) at which
                                the Releasing Shipper will release capacity and
                                the firm capacity to be released at such points;

                                (iv) whether the capacity will be released on a
                                firm or recallable basis, whether the recalled
                                capacity can be reput, and the terms under which
                                capacity can be recalled and/or reput;

                                (v)   the requested effective date and end
                                date of the release;

                                (vi) whether the Releasing Shipper is willing to
                                release such capacity for a shorter period of
                                time and, if so, the minimum acceptable period
                                of the release;

                                (vii) any minimum rate or other requirements;
                                Releasing Shipper has the choice to specify
                                dollars and cents or percents of the maximum
                                tariff rate in the denomination of bids and
                                Transporter shall support this. Once the choice
                                is made by the Releasing Shipper, the bids
                                should comport with the choice;

                                (viii) the date and time that bidding will cease
                                subject to the requirements of Section 28.6(a).
                                Any extension of the end date and time for
                                accepting bids will require that Releasing
                                Shipper withdraw the offer to release capacity
                                and post a new release with the extended end
                                date and time;

                                (ix) whether the Releasing Shipper requests
                                Transporter's assistance (other than posting
                                information on Transporter's Electronic Bulletin
                                Board) in marketing the released capacity and,
                                if so, the type of service desired;

                                (x) the selection of economic criteria (from
                                either highest rate, net revenue, or highest
                                present value as set forth in Section 3 of the
                                RTS Rate Schedule) for evaluating bids

--------------------------------------------------------------------------------
 Issued on: May 29, 1997                           Effective: June 1, 1997
--------------------------------------------------------------------------------


Original          GENERAL TERMS AND CONDITIONS (Continued)

<PAGE>

  Sheet
 No. 96A                     that the Releasing Shipper wishes Transporter to
                             apply;

--------------------------------------------------------------------------------
 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------


 First                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet                       (xi)   [RESERVED]
 No. 97
                             (xii)   the Maximum Transportation Demand
                             Rate, including any demand-type surcharges,
                             that can be charged for the release;

                             (xiii) whether the Releasing Shipper is willing to
                             accept contingent bids and, if so, the terms on
                             which such bids will be evaluated;

                             (xiv) whether the Releasing Shipper will accept
                             bids on a volumetric or one-part basis, and, if so,
                             the minimum acceptable volumetric commitment if
                             any;

                             (xv) the date and time the Release Notice is posted
                             on Transporter's Electronic Bulletin Board subject
                             to the requirements of Section 28.6(a); and

                             (xvii)   any other special conditions for the
                             release.

                        (c) If a Releasing Shipper has a Prearranged Replacement
                        Shipper willing to acquire released capacity for less
                        than the maximum rate Transporter is authorized to
                        charge, the Releasing Shipper must confirm the
                        prearranged deal electronically and the Releasing
                        Shipper's Release Notice of such pre-arrangement shall
                        set forth the following information:

                             (i) the Releasing Shipper's legal name and DUNS
                             number, the number of its Gas Transportation
                             Contract, the phone number, fax number, E-Mail
                             address, and the name (s) of the person (s)
                             entering and authorizing the release;

--------------------------------------------------------------------------------
 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------


Original                 GENERAL TERMS AND CONDITIONS (Continued)

<PAGE>

  Sheet
 No. 97A                      (ii)   the legal name and DUNS number of the
                              Prearranged Replacement Shipper, the phone
                              number, fax number, E-Mail address, and
                              name(s) of the contact person for the
                              Prearranged Replacement Shipper, and an
                              indication of whether the Prearranged
                              Replacement Shipper is an affiliate of the
                              Releasing Shipper;

--------------------------------------------------------------------------------
 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------


 Second                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet                       (iii)   the maximum and minimum quantity of
 No. 98                      firm daily capacity which the Releasing
                             Shipper elects to release stated in Dth/d;

                             (iv) the Receipt and Delivery Point (s) at which
                             the Releasing Shipper will release capacity and the
                             firm capacity to be released at such points;

                             (v) whether the capacity will be released on a firm
                             or recallable basis, whether the recalled capacity
                             can be reput, and the terms under which the
                             capacity can be recalled and/or reput;

                             (vi)   the requested effective date and end
                             date of the release;

                             (vii) the rate the Prearranged Replacement Shipper
                             has agreed to pay for the released capacity.
                             Releasing Shipper has the choice to specify dollars
                             and cents or percents of the maximum tariff rate in
                             the denomination of bids and Transporter shall
                             support this. Once the choice is made by the
                             Releasing Shipper, the bids should comport with the
                             choice;

                             (viii) the selection of economic criteria (from
                             either highest rate, net revenue, or highest
                             present value as set forth is Section 3 of the RTS
                             Rate Schedule) for evaluating bids that the
                             Releasing Shipper wishes Transporter to apply;

                             (ix)   [RESERVED]

--------------------------------------------------------------------------------
 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------

<PAGE>

Original                 GENERAL TERMS AND CONDITIONS (Continued)
  Sheet
 No. 98A                      (x)   the Maximum Transportation Demand Rate,
                              including any demand-type surcharges, that
                              can be charged for the release;

                              (xi)   whether the Releasing Shipper is
                              willing to accept contingent bids and, if so,
                              the terms on which such bids will be
                              evaluated;

--------------------------------------------------------------------------------
 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------


 First                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet                       (xii)   whether the Releasing Shipper will
 No. 99                      accept bids on a volumetric or one-part basis,
                             and, if so, the minimum acceptable volumetric
                             commitment if any;

                             (xiii) the date and time the Release Notice is
                             posted on Transporter's Electronic Bulletin Board
                             subject to the requirements of Section 28.6(a);

                             (xiv) the date and time that bidding will cease
                             subject to the requirement of Section 28.6(a). Any
                             extension of the end date and time for accepting
                             bids will require that Releasing Shipper withdraw
                             the offer to release capacity and post a new
                             release with the extended end date and time;

                             (xv) whether the Releasing Shipper is willing to
                             release such capacity for a shorter period of time
                             and, if so, the minimum acceptable period of the
                             release; and

                             (xvi)   all other relevant terms of the
                             pre-arranged release.

                        (d) Once a Releasing Shipper has provided Transporter a
                        notice of its election to release capacity, such offer
                        shall be binding upon Releasing Shipper until
                        Transporter receives written or electronic notice of
                        withdrawal. The Releasing Shipper has the right to
                        withdraw its offer during the bid period where
                        unanticipated circumstances justify and no minimum bid
                        has been made. Assuming that Transporter has determined
                        that the Release Notice contains no deficiencies, once
                        the bidding period closes, the Releasing Notice shall
                        constitute a binding offer to release capacity to a
                        Successful Bidder(s) whose bid


<PAGE>

                        satisfies all the minimum terms specified in the Release
                        Notice.

                   28.7 Posting of Releasing Shipper's Election to Release
                   Capacity. All complete Release Notices submitted via
                   Transporter's Electronic Bulletin Board or EDI pursuant to
                   Section 28.6 above shall be posted on the Electronic Bulletin
                   Board as soon as they are submitted, unless otherwise
                   indicated by Releasing Shipper.

--------------------------------------------------------------------------------
 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------


Original                 GENERAL TERMS AND CONDITIONS (Continued)
  Sheet
 No. 99A            Upon Transporter's receipt of a Release Notice,
                    Transporter shall evaluate the notice to determine
                    whether it satisfies the terms of this Section 28 and
                    shall promptly notify the Releasing Shipper of any such
                    deficiencies. Release Notices shall remain on
                    Transporter's Electronic Bulletin Board and shall be
                    available for bid for the period specified in the
                    timeline set forth in Section 28.6(a).

--------------------------------------------------------------------------------
 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------


Substitute                GENERAL TERMS AND CONDITIONS (Continued)
   First
  Revised             28.8   Bidding Procedure. Immediately upon the
   Sheet              posting of a Release Notice on Transporter's
  No. 100             Electronic Bulletin Board, Transporter shall begin
                      accepting bids for such capacity from potential
                      Replacement Shippers. All potential bidders shall be
                      subject to the credit evaluation procedures provided
                      in Section 3 of this Tariff. Transporter shall not
                      accept a bid unless Transporter has verified the
                      creditworthiness of such bidder in accordance with
                      the provisions of Section 3, and unless bidder has
                      executed a blanket Gas Transportation Contract for
                      Replacement Shippers. All Shippers that wish to bid
                      on released capacity must notify Transporter via
                      Transporter's Electronic Bulletin Board or via EDI.
                      All complete bids so submitted shall be posted on the
                      Electronic Bulletin Board as soon as they are
                      submitted, provided, however, that the names of
                      bidders shall not be posted by Transporter during the
                      bidding period. Any bids received must provide the
                      following information:

                           (a)   the bidder's legal name, the phone number,
                           and the name of the person entering the bid;
<PAGE>

                           (b) the Releasing Shipper's legal name, and the
                           number of the Gas Transportation Contract under which
                           bidder desires to acquire released capacity;

                           (c)   the volume of capacity which the bidder
                           wishes to acquire, stated in Dth/d;

                           (d)   the Receipt and Delivery Points at which
                           the bidder desires service;

                           (e)   the term of the acquisition;

                           (f)   the maximum rate bidder is willing to pay
                           for the capacity;

--------------------------------------------------------------------------------
 Issued on: May 29, 1997                           Effective: June 1, 1997
--------------------------------------------------------------------------------


 Second                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet                  (g)   whether the bidder is willing to accept less
No. 101                 than the full amount of capacity released in the
                        event that there are two or more Successful Bidders and
                        Transporter must pro-rate the capacity in accordance
                        with Section 28.9(c) below; and

                        (h)   any other terms that may be relevant.

                   Once a potential Replacement Shipper has submitted a bid,
                   that bid shall be binding until Transporter receives a
                   written notice or electronic notice of withdrawal. Once the
                   bidding period closes, any bid posted on Transporter's
                   Electronic Bulletin Board shall constitute a binding offer to
                   enter into a Gas Transportation Contract for Firm Reserved
                   Service, subject only to the Releasing Shipper's decision to
                   accept a contingent bid. The bid shall be binding until (i)
                   Transporter selects the Successful Bidder (s), (ii)
                   Transporter determines that no bids satisfy the minimum terms
                   specified in the Release Notice; or (iii) contingencies have
                   been eliminated. Any contingency which has not been
                   eliminated prior to 3:00 p.m. Central Time on the specified
                   award date shall invalidate that bid. A bidder that withdraws
                   its bid during the bidding period may submit a higher bid
                   during the bidding period, but may not submit a lower bid.

                   28.9 Allocation of Released Capacity -- Transporter's
                   Criteria. Unless the Releasing Shipper specifies a different
                   criteria for evaluating bids in its Release Notice in
                   accordance with the provisions of Section 28.6 of this
                   Tariff, released capacity will be allocated best bid first,
                   until all offered capacity has been awarded, on a
                   non-discriminatory basis consistent with the

<PAGE>

                   following allocation principles:

                        (a) Prearranged Replacement Shipper. If, at the same
                        time it provides its Release Notice to Transporter, the
                        Releasing Shipper provides Transporter with notice of a
                        prearranged agreement with a prospective Prearranged
                        Replacement Shipper, Transporter will post notice of
                        that arrangement on its Electronic Bulletin Board in
                        accordance with the provisions of Section 28.7 above.
                        Transporter will evaluate all competing bids that
                        satisfy the minimum terms of the Release Notice using
                        the methodology indicated by Releasing Shipper in the
                        Release Notice to Transporter in accordance with the
                        provisions of Section 28.6(a). If the Prearranged
                        Replacement

--------------------------------------------------------------------------------
 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------


Original                 GENERAL TERMS AND CONDITIONS (Continued)
  Sheet
No. 101A                Shipper's bid yields the highest rate, highest net
                        revenue, or highest present value as specified by
                        Releasing Shipper, up to the Maximum Transportation
                        Demand Rate, or the highest present value if not
                        specified by the Releasing Shipper, Transporter is
                        authorized to charge, then Transporter shall select the
                        Prearranged Replacement Shipper as the Successful
                        Bidder.

                        If Transporter receives a "better offer", i.e., an offer
                        that meets all

--------------------------------------------------------------------------------
 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------


 Second                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet                  other minimum terms of the Release Notice while
No. 102                 providing a higher rate, higher net revenue, or
                        higher present value as specified by Releasing Shipper
                        or the higher present value if not specified by
                        Releasing Shipper, up to the Maximum Transportation
                        Demand Rate Transporter is authorized to charge,
                        Transporter shall notify the Prearranged Replacement
                        Shipper and the Prearranged Replacement Shipper may
                        match that offer in accordance with the timeline set
                        forth in Section 28.6(a). If the Prearranged Replacement
                        Shipper matches the better offer, then Transporter shall
                        select the Prearranged Replacement Shipper as the
                        Successful Bidder.
<PAGE>

                        If the Prearranged Replacement Shipper does not match
                        the better offer, Transporter shall select the bidder(s)
                        that made the better offer as the Successful Bidder(s).
                        If two or more bidders made the better offer, then the
                        capacity will be prorated in the manner described in
                        Section 28.9(c) below.

                        (b) No Prearranged Replacement Shipper. If Transporter
                        receives notice of a Releasing Shipper's election to
                        release capacity, without receiving notice of a
                        Prearranged Replacement Shipper, Transporter shall post
                        that notice on its Electronic Bulletin Board in
                        accordance with the provisions of Section 28.7 above.
                        Transporter shall evaluate all bids that satisfy the
                        minimum terms of the Release Notice (i.e., highest rate,
                        highest net revenue, or highest present value in
                        accordance with the provisions of Section 3 or the RTS
                        Rate Schedule and the timeline set forth in Section
                        28.6(a) of the General Terms and Conditions of this
                        Tariff). The bid which yields the highest rate, highest
                        net revenue, or highest present value as specified by
                        Releasing Shipper, or the highest present value if not
                        specified by Releasing Shipper, up to Maximum
                        Transportation Demand Rate Transporter is authorized to
                        charge, while meeting all other minimum terms of the
                        Release Notice, will be selected as the best bid. If two
                        or more bidders submitted the best bid, then the
                        capacity will be prorated in the manner described in
                        Section 28.9(c) below.

                        (c) Tie for winning bid. In the event two or more bids
                        provide the same highest rate, highest net revenue, or
                        highest present value as specified by Releasing Shipper,
                        or the highest present value if not specified by
                        Releasing Shipper and none of those successful bids
                        states that the bidder is unwilling to accept proration
                        of the released capacity in the event

--------------------------------------------------------------------------------
 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------


 Second                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet                  of a tie, the capacity released will be prorated
No. 103                 among the Successful Bidders as follows:

                             (i) If all successful bids are for the full amount
                             of released capacity, the released capacity will be
                             allocated pro-rata to the Successful Bidders, and
<PAGE>

                             (ii) If any or all successful bids are for less
                             than the full amount of released capacity, then the
                             released capacity will be prorated based on the
                             ratio of each Successful Bidder's requested
                             quantity and the total quantity requested by such
                             bids.

                        In the event that any Successful Bidder has stated in
                        its bid that it is unwilling to accept a prorated part
                        of the released capacity in the event of a tie, then the
                        uncommitted capacity will be allocated to the other
                        Successful Bidder(s) in accordance with the applicable
                        proration procedures.

                        28.10   [RESERVED]

                        28.11   Criteria for Transporter's Tender of a
                        Blanket Gas Transportation Contract for Replacement
                        Shippers.

                        Transporter shall verify the creditworthiness of a
                        potential bidder pursuant to Section 3 of this Tariff
                        and, if such bidder is deemed creditworthy, and has not
                        otherwise executed such contract, Transporter shall
                        tender the Blanket Gas Transportation Contract for Firm
                        Reserved Service with Replacement Shippers within one
                        (1) Business Day of receipt of all information required
                        by Section 3.4.

--------------------------------------------------------------------------------
 Issued on: July 2, 1997                         Effective: August 1, 1997
--------------------------------------------------------------------------------


 Third                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet             28.12   Procedure upon Selection of Successful
No. 104            Bidder(s). In accordance with the timeline set forth in
                   Section 28.6(a), Transporter shall (i) notify the Releasing
                   Shipper of the Successful Bidder(s); (ii) post all awards,
                   including the name of the Successful Bidder(s), on its
                   Electronic Bulletin Board; and (iii) post on its EBB a CROR.
                   Such CRORs shall be activated and available for nomination in
                   accordance with the timeline set forth in Section 28.6(a).

                   28.13 Offers to Assume or Acquire Capacity. Any Shipper that
                   wishes to assume or acquire capacity on Transporter's system
                   may request Transporter to post a notice of its offer to
                   acquire capacity on Transporter's Electronic Bulletin Board.
                   The offering Shipper shall provide Transporter with the
                   following information about its offer to purchase capacity:
<PAGE>


                        (a)   the offering Shipper's legal name;

                        (b)   the amount of firm daily capacity sought
                        stated in Dth/d;

--------------------------------------------------------------------------------
 Issued on: July 2, 1997                         Effective: August 1, 1997
--------------------------------------------------------------------------------


 Second                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet                  (c)   the Receipt and Delivery Point(s) desired;
No. 105
                        (d)   the proposed effective date and term of the
                        proposed capacity release transaction;

                        (e)   the maximum rate acceptable;

                        (f)   the length of time the Notice should remain
                        on Transporter's Electronic Bulletin Board; and

                        (g)   any other relevant terms.

                   Within one (1) Business Day, Transporter shall determine
                   whether the offer to acquire capacity is consistent with the
                   terms of this Tariff and Transporter's Gas Transportation
                   Contracts, and, if there are no deficiencies, shall post
                   notice of the offer to acquire capacity on its Electronic
                   Bulletin Board for the length of time specified by the
                   offering Shipper, up to a maximum of eight (8) weeks. If this
                   notice results in an agreement to assign capacity, the
                   provisions of this Section 28 relating to capacity releases
                   to Prearranged Replacement Shippers shall apply.

                   28.14   Rates.

                        (a) The rate charged for any released firm capacity
                        shall be the rate set forth on Schedule 1 and 2 of the
                        Gas Transportation Contract for Firm Reserved Service
                        entered into between Transporter and the Replacement
                        Shipper, but in no event more than the sum of
                        Transporter's currently effective Maximum Transportation
                        Demand Charge and Transportation Commodity Charge under
                        the applicable RTS Rate Schedule plus any fees and/or
                        charges that would have been paid by Releasing Shipper
                        pursuant to Section 4.3 of the RTS Rate Schedule. If a
                        Releasing Shipper is paying a Negotiated Rate or a rate
                        under a Negotiated Rate Formula pursuant to Section 32
                        of these General Terms and Conditions, the rate charged
                        a Replacement Shipper may not exceed the applicable
                        Recourse Rate plus any fee and/or charges that would
                        have been paid by Releasing Shipper pursuant to the
                        provisions of Section 32 of the General

<PAGE>

                        Terms and Conditions of this tariff and the terms of the
                        Gas Transportation Contract between Releasing Shipper
                        and Transporter. The Replacement Shipper will not be
                        charged for any marketing fee assessed in relation to
                        the released capacity. Unless Transporter agrees in

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


 Third                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet                  writing otherwise, the Releasing Shipper shall
No. 106                 remain liable for the maximum Transportation Demand
                        Charge(s) (or its volumetric equivalent), any other
                        fixed charges associated with the released capacity and
                        any late charges resulting from the Replacement
                        Shipper's failure to pay Replacement Demand Charges(s).

                        (b) Bidders may bid for released capacity by submitting
                        bids up to the Maximum Transportation Demand Rate under
                        the applicable RTS Rate Schedule plus any fees and/or
                        charges that would have been paid by Releasing Shipper
                        pursuant to Section 4.3 of the RTS Rate Schedule, or the
                        volumetric equivalent of such maximum rate. If the
                        Releasing Shipper is paying a Negotiated Rate or a rate
                        under a Negotiated Rate Formula pursuant to Section 32
                        of these General Terms and Conditions, a bidder may not
                        bid a rate that exceeds the applicable Recourse Rate
                        plus any fees and/or charges that would have been paid
                        by Releasing Shipper pursuant to the provisions of
                        Section 32 of the General Terms and Conditions of this
                        tariff and the terms of the Gas Transportation Contract
                        between Releasing Shipper and Transporter. For less than
                        maximum rate transactions only, converting daily rate to
                        monthly rate is accomplished by multiplying the daily
                        rate times the number of days in the rate period,
                        dividing the result by the number of months in the rate
                        period, and taking the remainder out to 5 decimal places
                        and rounding up or down to 4 decimal places. Converting
                        a monthly rate to a daily rate is accomplished by
                        multiplying the monthly rate by the number of months in
                        the rate period, dividing the result by the number of
                        days in the rate period and taking the remainder out to
                        5 decimal places and rounding up or down to 4 decimal
                        places.

                   28.15   Fees.

                        (a) Marketing Fee. When a Releasing Shipper reaches an
                        agreement with Transporter to actively market its
                        released capacity (beyond simply posting
<PAGE>


                        release information on Transporter's Electronic Bulletin
                        Board), the Releasing Shipper shall pay the fee for such
                        service negotiated by Transporter and Releasing Shipper.

                        (b) The Releasing Shipper will be responsible for any
                        filing fee(s), as defined in Section 18.4 of this
                        Tariff, that is necessitated by its capacity release
                        transaction.

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


  First                  GENERAL TERMS AND CONDITIONS (Continued)
 Revised
  Sheet             28.16   Billing Replacement Shipper.
No. 106A            Transporter shall directly bill the Replacement Shipper
                    for the released capacity it has acquired and for any other
                    applicable charges in accordance with this Section 28. The
                    Replacement Shipper shall pay the billed amounts directly to
                    Transporter in accordance with Section 14 of the General
                    Terms and Conditions of Transporter's currently effective
                    FERC Gas Tariff.

                    28.17 Releasing Shipper's Credit for Replacement Demand
                    Charges Billed to a Replacement Shipper for Released
                    Capacity. When Transporter bills a Replacement Shipper for
                    capacity released to it from a Releasing Shipper,
                    Transporter shall simultaneously credit that Releasing
                    Shipper for the full amount of the Replacement Demand Charge
                    (or its volumetric equivalent as determined pursuant to
                    Section 28.14 of the General Terms and Conditions) billed to

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


 Second                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet
No. 107             the Replacement Shipper in connection with the release
                    transaction. A Releasing Shipper paying Transporter a
                    discounted Transportation Demand Charge is entitled to
                    receive a credit equal to the full amount of the Replacement
                    Demand Charge (or its volumetric equivalent as determined
                    pursuant to Section 28.14 of the General Terms and
                    Conditions) billed to the Replacement Shipper even if that
                    charge exceeds Releasing Shipper's discounted Transportation
                    Demand Charge. This credit will be reduced by the amount of
                    any applicable marketing or other fees described in Section
                    28.15 to the extent such fees have not already been paid.

                    28.18 Obligations of Releasing Shipper. Where capacity has
                    been released for the entire

<PAGE>

                    remaining term of a Releasing Shipper's Gas Transportation
                    Contract, the Releasing Shipper may request Transporter to
                    amend its Gas Transportation Contract to reflect that
                    release of capacity. Unless Transporter agrees in writing to
                    such an amendment, which may be conditioned on exit fees or
                    other terms and conditions, the Releasing Shipper shall
                    remain bound by and liable for payment of the Transportation
                    Demand Charge(s) applicable to the released capacity. In the
                    event that the Replacement Shipper(s) fails to pay any or
                    all of the amount of its Replacement Demand Charge(s) in a
                    timely manner, all the terms of Section 14.3 of this Tariff
                    with regard to non-payment shall apply. In no event, shall
                    any remedy under Section 14.3 relieve the Releasing Shipper
                    from its obligations under its Gas Transportation Contract
                    for Firm Reserved Service or this Tariff. In no event shall
                    the fact that Transporter has followed the credit evaluation
                    procedures provided in Section 3 of this Tariff release the
                    Releasing Shipper from its obligations to pay the
                    Transportation Demand Charge(s) applicable to the released
                    capacity.

                    28.19 Priority of Released Capacity. Capacity released under
                    the terms of this Section 28 shall have the same priority as
                    the capacity held by the Releasing Shipper under its
                    original Gas Transportation Contract, which shall include
                    the right to alternative Receipt and Delivery Points set
                    forth in Section 7 of this Tariff.

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


Substitute                GENERAL TERMS AND CONDITIONS (Continued)
  Second
  Revised             28.20   Segmented Capacity Releases.   The right to
   Sheet              Alternate Receipt and Delivery Points shall be
 No. 107A             limited with respect to a Releasing Shipper that
                      releases, and a Replacement Shipper that acquires,
                      all or a portion of such Releasing Shipper's firm
                      capacity along a path (or segment) on Transporter's
                      pipeline system that represents less than the entire
                      path between the Primary Receipt Point(s) and Primary
                      Delivery Point(s) as set forth in Schedules 1 and 2,
                      respectively, appended to the Releasing Shipper's Gas
                      Transportation Contract for Firm Reserved Service. A
                      Releasing Shipper that releases such segmented
                      capacity shall not be entitled to nominate quantities
                      corresponding to the retained segmented capacity at:
                      (a) the Receipt and Delivery Points to which the
                      released segmented capacity relates; (b) any Receipt
                      or Delivery Points to which the released segmented
                      capacity relates; (c) at any Receipt Point located
                      upstream of the Primary Receipt Point, if the
                      released segmented capacity relates to such Primary
<PAGE>


                      Receipt Point; and (d) at any Delivery Point located
                      downstream of the Primary Delivery Point if the
                      released segmented capacity relates to such Primary
                      Delivery Point. A Replacement Shipper that acquires
                      such segmented capacity shall not be entitled to
                      nominate quantities corresponding to the released
                      segmented capacity at: (a) the Receipt and Delivery
                      Points to which the retained segmented capacity
                      relates; and (b) any Receipt or Delivery Points
                      located on Transporter's system between the Receipt
                      and Delivery Points to which the retained segmented
                      capacity relates.

                      28.21 Recall and Reput of Capacity. If a Releasing Shipper
                      provided notice that the released capacity is recallable
                      and/or reputable pursuant to Section 28.6, and if the
                      Releasing Shipper wishes to exercise this right, then the
                      Releasing Shipper shall provide notice to Transporter and
                      the Replacement Shipper prior to 8:00 a.m. Central Time on
                      the nomination day. There should be no partial day recalls
                      of capacity. Transporter shall support the function of
                      reputting by Releasing Shippers.

--------------------------------------------------------------------------------
 Issued on: November 17, 1997                 Effective: November 16, 1997
--------------------------------------------------------------------------------


Original                 GENERAL TERMS AND CONDITIONS (Continued)
  Sheet
 No. 108            29.   PREGRANTED ABANDONMENT & THE RIGHT OF FIRST
                    REFUSAL

                         29.1 Purpose. This Section 29 sets forth the specific
                         terms and conditions applicable to Transporters
                         pregranted abandonment authority, the termination of
                         Transporters obligations under certain Gas
                         Transportation Contracts and Shippers right of first
                         refusal as provided by Order Nos. 636 and 636-A.

                         29.2 Applicability. This Section 29 applies to Gas
                         Transportation Contracts executed between Transporter
                         and any Shipper pursuant to Part 284, 18 C.F.R. Part
                         284, open access ITS or RTS Rate Schedules, where the
                         Gas Transportation Contract either terminates by its
                         terms or is terminated by Transporter pursuant to the
                         terms of the Gas Transportation Contract.

                         29.3   Definitions. For purposes of this Section
                         29, the following definitions will apply:

                              (a) Short-Term Gas Transportation Contract for
                              Firm Reserved Service. The term Short-Term Gas
                              Transportation Contract for

<PAGE>

                              Firm Reserved Service shall mean any Gas
                              Transportation Contract for Firm Reserved Service
                              having a primary term of less than one year.

                              (b) Long-Term Gas Transportation Contract for Firm
                              Reserved Service. The term Long-Term Gas
                              Transportation Contract for Firm Reserved Service
                              shall mean any Gas Transportation Contract for
                              Firm Reserved Service having a primary term of one
                              year or more.

                              (c) Existing Shipper. The term Existing Shipper
                              shall mean the Shipper for which Transporter
                              provides service under any executed Gas
                              Transportation Contract subject to this Section 29
                              and which either pre-qualifies for
                              creditworthiness under Section 3 of these General
                              Terms and Conditions or satisfies the provisions
                              of Transporters FERC Gas Tariff applicable to the
                              credit evaluations set forth in Section 3 of these
                              General Terms and Conditions.

--------------------------------------------------------------------------------
 Issued on: March 22, 1993                    Effective: September 1, 1993
--------------------------------------------------------------------------------


 First                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet
No. 109

                              (d) Offering Shipper. The term Offering Shipper
                              shall mean any Shipper that submits a bid pursuant
                              to Section 29.6 (d) for all or a portion of the
                              capacity to be made available upon termination of
                              a Long-Term Gas Transportation Contract for Firm
                              Reserved Service pursuant to this Section 29.

                              (e) Notice of Election. The term Notice of
                              Election shall mean the notice that an Existing
                              Shipper provides Transporter, as prescribed in
                              Section 29.6 (b), that the Existing shipper
                              intends to exercise its right of first refusal
                              upon termination of its Long-Term Gas
                              Transportation Contract for Firm Reserved Service.

                              (f) Bid Notification. The term Bid Notification
                              shall mean the notification of a bid that an
                              Offering Shipper submits to Transporter, as
                              prescribed in Section 29.6 (d), for all or a
                              portion of the capacity available as a result of
                              termination of a Long-Term Gas Transportation
                              Contract for Firm Reserved Service.

                              (g) Best Bid. The term Best Bid shall mean the bid
                              that Transporter determines, on a
                              nondiscriminatory, objective basis, is the best

<PAGE>

                              bid, as prescribed in Section 29.6(h), that
                              Offering Shippers have offered for capacity
                              available under the terminating Long-Term Gas
                              Transportation Contract for Firm Reserved Service.
                              If a bid is received for a Negotiated Rate or
                              Negotiated Rate Formula pursuant to Section 32 of
                              these General Terms and Conditions, the value of
                              the bid shall be determined in accordance with the
                              provisions of Section 32 of the General Terms and
                              Conditions and shall in no event exceed the
                              Recourse Rate.

                              (h) Competing Offer. The term Competing Offer
                              shall mean the Best Bid that Transporter accepts
                              and presents to an Existing Shipper for the
                              Existing Shipper to match under the Bid Matching
                              Procedures prescribed in Section 29.6(j).

                         29.4 Pregranted Abandonment of Short-Term Gas
                         Transportation Contracts for Firm Reserved Service and
                         Gas Transportation Contracts for Interruptible Service.
                         Upon the expiration of the contractual term of a
                         Short-Term Gas Transportation Contract for Firm
                         Reserved Service or any Gas Transportation Contract for
                         Interruptible Service, Transporter has pregranted
                         authority to abandon service under the Contract and
                         Transporter shall have no further obligation to render
                         service under the Contract pursuant to Section 7(b) of
                         the

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


 First                          GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet
No. 110                  Natural Gas Act and Section 284.221(d) of the
                         Commissions Regulations, unless otherwise provided in
                         the Short-Term Gas Transportation Contract for Firm
                         Reserved Service or the Gas Transportation Contract for
                         Interruptible Service.

                         29.5 Pregranted Abandonment of Long-Term Gas
                         Transportation Contract for Firm Reserved Service. Upon
                         the expiration of the contractual term of a Long-Term
                         Gas Transportation Contract for Firm Reserved Service,
                         Transporter has pregranted authority to abandon that
                         service and Transporter shall have no further
                         obligation to render service under the Long-Term Gas
                         Transportation Contract for Firm Reserved Service
                         pursuant to Section 7(b) of the Natural Gas Act and
                         Section 284.221 (d) of the Commissions Regulations,
                         unless (I) otherwise provided in the Long-Term Gas
                         Transportation Contract for Firm Reserved Service; or
                         (ii) the Existing Shipper elects to exercise its right
                         of first refusal as prescribed in Section 29.6 below.
<PAGE>

                         29.6 Right of First Refusal.

                              (a) Existing Shippers Right of First Refusal. Upon
                              expiration of a Long-Term Gas Transportation
                              Contract for Firm Reserved Service, the Existing
                              Shipper will have a right of first refusal as
                              prescribed in this Section 29.6. The Existing
                              Shipper may elect to retain all or a portion of
                              the capacity to its Right of First Refusal. If the
                              Existing Shipper elects to retain only a portion
                              of the available capacity, Transporter has
                              pregranted authority to abandon the remaining
                              service and Transporter shall have no further
                              obligation to render that remaining service under
                              the Long-Term Gas Transportation Contract for Firm
                              Reserved Service pursuant to Section 7(b) of the
                              Natural Gas Act and Section 284.221(d) of the
                              Commissions Regulations. Upon receipt of a Notice
                              of Election from an Existing Shipper, Transporter
                              will post information relevant to the notice, as
                              provided in Section 29.6(c) below. To the extent
                              the Existing Shipper either satisfies the Bid
                              Matching Procedures of Section 29.6(j) or reaches
                              mutual agreement with Transporter pursuant to
                              Section 29.6(k), Transporter will continue service
                              to the Existing Shipper upon execution of a Gas

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


Substitute                GENERAL TERMS AND CONDITIONS (Continued)
 Original
   Sheet
  No. 111

                              Transportation Contract containing the agreed-upon
                              terms. To the extent the Existing Shipper fails to
                              satisfy the Bid Matching Procedures of Section
                              29.6(k), or the extent Transportation and the
                              Existing Shipper fail to reach mutual agreement,
                              Transporter has pregranted authority to abandon
                              the Existing Shippers service and Transporter
                              shall have no further obligation to render service
                              under the Existing Shippers Long-Term Gas
                              Transportation Contract for Firm Reserved Service
                              pursuant to Section 7(b) of the Natural Gas Act
                              and Section 284.221(d) of the Commissions
                              Regulations as of the date of termination of the
                              Existing Shippers Long-Term Gas Transportation
                              Contract for Firm Reserved Service.

                              (b) Existing Shippers Notice of Election to
                              Exercise its Right of First Refusal. Any Existing
                              Shipper that elects to exercise its Right of First
                              Refusal upon termination of a Long-Term Gas
                              Transportation Contract for Firm

<PAGE>


                              Reserved Service shall provide Transporter with a
                              Notice of Election in writing or via Transporters
                              Electronic Bulletin Board not later than (i) the
                              date set forth in the Gas Transportation Contract
                              for Firm Reserved Service, or (ii) if no such date
                              is specified, the following date: (a) for Gas
                              Transportation Contracts of five (5) years or
                              more, thirty (30) months prior to the expiration
                              of the term of the Gas Transportation Contract;
                              provided, however, that Transporter shall give the
                              Existing Shipper sixty (60) days notice of such
                              date; (b) for Gas Transportation Contracts of
                              thirty (30) months or more, but less than five (5)
                              years, eighteen (18) months prior to the
                              expiration of the term of the Gas Transportation
                              Contract; provided, however, that Transporter
                              shall give the Existing Shipper forty-five (45)
                              days notice of such date; or (c) for Gas
                              Transportation Contracts of more than one (1)
                              year, but less than thirty (30) months, twelve
                              (12) months prior to the expiration of the term of
                              the Gas Transportation Contract; provided,
                              however, that Transporter shall give the Existing
                              Shipper thirty (30) days notice of such date. For
                              each day that Transporter is late in giving
                              notice, the Existing Shippers Notice of Election
                              date shall be delayed by a corresponding number of
                              days. If Transporter elects to terminate a
                              Long-Term Gas Transportation Contract for Firm
                              Reserved Service pursuant to the terms of the
                              Contract, Transporter shall provide the Existing
                              Shipper notice of termination in writing or via
                              Transporters Electronic

--------------------------------------------------------------------------------
 Issued on: July 19, 1993                     Effective: September 1, 1993
--------------------------------------------------------------------------------


Original                 GENERAL TERMS AND CONDITIONS (Continued)
  Sheet
No. 111A                      Bulletin Board not later than (i) the date set
                              forth for notice in the Long-Term Gas
                              Transportation Contract for Firm Reserved Service,
                              or (ii) if no such date is specified, the
                              following date; (a) for Gas Transportation
                              Contracts of five (5) years or more, thirty (30)
                              months prior to the expiration of the term of the
                              Contract; (b) for Gas Transportation Contracts of
                              thirty (30) months or more, but less than five (5)
                              years, eighteen (18) months prior to the
                              expiration of the term of the Contract; or (c) for
                              Gas Transportation Contracts of more than one (1)
                              year, but less than thirty (30) months, twelve
                              (12) months prior to the expiration of the term of

<PAGE>


                              the Contract. Any Existing Shipper that elects to
                              exercise its Right of First Refusal with respect
                              to such a Gas Transportation Contract shall
                              provide Transporter with a Notice of Election in
                              writing or via Transporters Electronic Bulletin
                              Board by the following date: (i) within sixty (60)
                              days of receiving Transporters notice of
                              termination for Gas Transportation Contracts of
                              five (5) years or more; (ii) within forty-five
                              (45) days of receiving Transporters notice of
                              termination for Gas Transportation Contracts of
                              thirty (30) or more months, but less than five (5)
                              years; or (iii) within thirty (30) days of
                              receiving Transporters notice of termination for
                              Gas Transportation Contracts of more than one (1)
                              year, but less than thirty (30) months.

--------------------------------------------------------------------------------
 Issued on: July 19, 1993                     Effective: September 1, 1993
--------------------------------------------------------------------------------


 First                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet
No. 112                       (c) Posting of Existing Shipper's Notice of
                              Election. Within two (2) days of receiving a
                              Notice of Election, Transporter will post on its
                              Electronic Bulletin Board the following
                              information regarding the capacity subject to the
                              Notice of Election:

                                  (i) the capacity available under the
                                  terminating Gas Transportation Contract,
                                  stated in Dth/d;

                                  (ii) the Receipt and Delivery Point(s) at
                                  which capacity is available and the firm
                                  capacity available at those point(s);

                                  (iii) the date the capacity will be available
                                  upon termination of the Gas Transportation
                                  Contract;

                                  (iv) the maximum rate applicable to each
                                  Receipt and Delivery Point for transportation
                                  service under the terminating Gas
                                  Transportation Contract; and

                                  (v) any other terms that may be relevant.

                              (d) Open Season. Immediately upon posting the
                              information relevant to an Existing Shipper's
                              Notice of Election, Transporter will hold an open
                              season for a period of not less than five (5)
                              days. During the open season, Offering Shipper(s)
                              may submit a Bid Notification to Transporter in
                              writing or via Transporter's Electronic Bulletin
                              Board.
<PAGE>

                              (e) Posting of Offering Shipper's Bid
                              Notification. To constitute a valid bid, the
                              Offering Shipper must either currently pre-qualify
                              for creditworthiness under Section 3 of these
                              General Terms and Conditions or satisfy the
                              provisions of Transporter's FERC Gas Tariff
                              applicable to requests for firm gas transportation
                              service and credit evaluations set forth in
                              Section 3 of these General Terms and Conditions.
                              Within one (1) Business Day of Transporter's
                              receipt of a Bid Notification, Transporter will
                              evaluate the Bid Notification to determine whether
                              it satisfies the terms of this Section 29 and will
                              notify the Offering Shipper of any deficiencies.
                              If no deficiencies exist, Transporter will

--------------------------------------------------------------------------------
 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------


 First                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet
No. 113

                              post all information relevant to the Bid
                              Notification on Transporter's Electronic Bulletin
                              Board with all other Bid Notifications at the end
                              of the open season. Once Transporter posts the
                              Offering Shipper's Bid Notification the bid will
                              be an offer to enter into a Gas Transportation
                              Contract that remains open and on Transporter's
                              Electronic Bulletin Board until (i) Transporter
                              accepts a bid; (ii) Transporter rejects all bids;
                              or (iii) the Offering Shipper withdraws its Bid
                              Notification in writing or via Transporter's
                              Electronic Bulletin Board, whichever occurs first.
                              Under no circumstances will a Bid Notification
                              bind any party until all appropriate Gas
                              Transportation Contracts have been executed in
                              accordance with the terms and conditions of
                              Transporter's FERC Gas Tariff.

                              (f) Offering Shipper's Bid Notification. The
                              Offering Shipper's Bid Notification shall include:

                                  (i) the Offering Shipper's legal name and the
                                  number of the terminating Gas Transportation
                                  Contract;

                                  (ii) the capacity for which the Offering
                                  Shipper seeks transportation service, stated
                                  in Dth/d;

                                  (iii) the Receipt and Delivery Points;

                                  (iv) the proposed commencement and termination
                                  dates for the service to be provided;
<PAGE>

                                  (v) the maximum rate the Offering Shipper is
                                  willing to pay for the transportation service;
                                  and

                                  (vi) any other terms that may be relevant.

                              (g) Offering Shipper's Bid Notification Deposit.
                              The Offering Shipper shall tender a check made out
                              to Transporter as a Bid Notification deposit in
                              the amount of $10,000 within ten (10) days of
                              posting of its Bid Notification. Transporter will
                              return the Offering Shipper's deposit if (i)
                              Transporter rejects the Offering Shipper's bid;
                              (ii) the Offering Shipper fails to meet all of
                              Transporter's FERC Gas Tariff provisions governing

--------------------------------------------------------------------------------
 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------


 First                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet
No. 114                       Shippers eligibility; or (iii) pursuant to its
                              Right of First Refusal, the Existing Shipper
                              matches the Offering Shippers bid, whichever
                              occurs first. Transporter will refund the entire
                              deposit within ten (10) days of the event
                              triggering the obligation to return. If
                              Transporter executes a Gas Transportation Contract
                              pursuant to agreed-upon terms with the Offering
                              Shipper, Transporter shall credit the amount of
                              the deposit to Shippers invoice for the first
                              month of the requested transportation service. If,
                              however, the Offering Shipper (i) withdraws the
                              Bid Notification before the bid is rejected or
                              before the Existing Shipper matches the bid, or
                              (ii) fails to execute a Gas Transportation Contact
                              as provided in Section 29.6 (l), Transporter will
                              retain the deposit as liquidated damages.

                              (h) Transporters Review of Offering Shippers Bids.
                              Transporter will evaluate all bids in accordance
                              with the procedures set forth in Sections 3.2 and
                              3.3 of Rate Schedule RTS.

                              (i) [Reserved]

                              (j) Bid Matching Procedure. If Transporter accepts
                              a Best Bid as a Competing Offer for purposes of
                              this Bid Matching Procedure, Transporter will
                              inform the Existing Shipper of the terms of the
                              Competing Offer. Transporter will only present
                              Competing Offers that Transporter received in
                              writing or via its Electronic Bulletin Board and
                              has substantially accepted in principle in an

<PAGE>


                              arms-length transaction. Within thirty (30) days
                              of receiving the terms of the Competing Offer, the
                              Existing Shipper must notify Transporter whether
                              Shipper agrees to match the Competing Offer.
                              Failure to notify Transporter within the thirty
                              (30) day period shall constitute an irrevocable
                              waiver of the Existing Shippers right of first
                              refusal with respect

--------------------------------------------------------------------------------
 Issued on: October 31, 1995                   Effective: December 1, 1995
--------------------------------------------------------------------------------


 First                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet
No. 115                       to the Competing Offer. To match the Competing
                              Offer, the Existing Shipper must match the highest
                              present value of the first five (5) years of the
                              Competing Offer. If the Existing Shipper agrees to
                              match the Competing Offer, Transporter will
                              provide transportation service to the Existing
                              Shipper upon execution of a Gas Transportation
                              Contract containing the terms agreed-upon in the
                              matched offer. If the Existing Shipper elects not
                              to match the Competing Offer, Transporter has
                              pregranted authority to abandon that service and
                              Transporter shall have no further obligation to
                              render service under the Existing Shippers Gas
                              Transportation Contract pursuant to Section 7(b)
                              of the Natural Gas Act and Section 284.221(d) of
                              the Commissions Regulations, and Transporter will
                              provide transportation service to the Shipper that
                              offered the Competing Offer upon execution of a
                              Gas Transportation Contract containing the terms
                              agreed-upon in the Competing Offer. Transporter
                              will post the terms of the accepted offer on its
                              Electronic Bulletin Board.

                              (k) Negotiation Procedures Between Transporter and
                              Existing Shipper. If no Shipper offers a competing
                              bid or Transporter rejects all bids received,
                              Transporter and the Existing Shipper may negotiate
                              and mutually agree to terms and conditions
                              applicable to a new Gas Transportation Contract
                              for Firm Reserved Service. If Transporter and the
                              Existing Shipper have not reached agreement on the
                              terms and conditions for a new Gas Transportation
                              Contract for Firm Reserved Service upon
                              termination of the existing Long-Term Gas
                              Transportation Contract for Firm Reserved Service,
                              Transporter must continue to provide service to
                              the Existing Shipper only if that Shipper agrees
                              to pay the maximum rate permitted under
                              Transporter FERC Gas Tariff for a term that the
                              Existing Shipper elects; provided, however, the
                              Existing Shipper must elect the length of the
                              extended term sixty

<PAGE>


                              (60) days prior to termination of the extended
                              term. If the Existing Shipper refuses to pay the
                              maximum authorized rate, Transporter has
                              pregranted authority to abandon service and
                              Transporter shall have no further obligation to
                              render service under the Existing Shippers Gas
                              Transportation Contract pursuant to Section 7(b)
                              of the

--------------------------------------------------------------------------------
 Issued on: August 6, 1997                    Effective: September 5, 1997
--------------------------------------------------------------------------------


 First                   GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet                        Natural Gas Act and Section 284.221 (d) of the
No. 116                       Commissions Regulations as of the date of
                              termination of the existing Long-Term Gas
                              Transportation Contract for Firm Reserved Service.

                              (1) Failure to Execute a Gas Transportation
                              Contract. If the Offering Shipper fails to execute
                              a Gas Transportation Contract according to the
                              agreed-upon terms thirty (30) days from the date
                              the Contract is tendered to the Offering Shipper,
                              Transporter will continue to provide the Existing
                              Shipper service at the Existing Shippers Gas
                              Transportation Contract rate and Transporter will
                              hold a second open season as prescribed in Section
                              29.6(d). The Bid Notification and Bid Matching
                              Procedures will be repeated. If the Existing
                              Shipper fails to execute a Gas Transportation
                              Contract according to the agreed-upon terms thirty
                              (30) days from the date the Contract is tendered
                              to the Existing Shipper, Transporter will initiate
                              procedures for offering available capacity as
                              prescribed in Section 3 of the RTS and ITS Rate
                              Schedules.

              30.   ELECTRONIC BULLETIN BOARD

                   30.1 Applicability. Transporters Electronic Bulletin Board
                   will provide all Shippers equal and timely access to
                   information relevant to the availability of firm and
                   interruptible transportation and park and loan service. The
                   Electronic Bulletin Board will be available on a
                   nondiscriminatory basis to any party (User) that has
                   compatible equipment for electronic transmission of data,
                   provided that User has been assigned a user identification
                   (USERID) and password and agrees to comply with the
                   procedures for access to the Electronic Bulletin Board and
                   with the procedures for use of the system set forth in this
                   Section 30. Any party may contact Transporter to obtain a
                   USERID and information regarding procedures for access.

                   30.2 System Description. Transporters Electronic
<PAGE>


                   Bulletin Board is PC based and TTY Compatible. The Electronic
                   Bulletin Board provides on-line help; a search function that
                   permits a User to locate all information concerning a
                   specific transaction; menus that permit a User to access
                   separately each record in the transportation log; notices of
                   available capacity; offers by Shippers to assume or acquire
                   capacity pursuant to

--------------------------------------------------------------------------------
 Issued on: November 30, 1995                   Effective: January 1, 1996
--------------------------------------------------------------------------------


 Second                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet             Section 28.13; and Order No. 497 standards of conduct
No. 117            information. Users may electronically download files and
                   split extremely large documents into smaller files prior to
                   that download. Transporter will periodically purge completed
                   transactions from its Electronic Bulletin Board files.
                   Information on the most recent entries will appear before
                   older information.

                   30.3   Back-up Records and Archived Material. Transporter
                   maintains and retains daily back-up records of the
                   information displayed on the Electronic Bulletin Board for
                   three years and permits a User to review those records, which
                   are archived and reasonably accessible. A User must contact
                   Transporter with a written request to retrieve back-up
                   records or archived material. Transporter will make archived
                   information available on electronic form for a $100.00 fee.

                   30.4   User Transactions Via Transporters Electronic
                   Bulletin Board. Any User may use Transporter Electronic
                   Bulletin Board to:

                        (a)   Provide nominations pursuant to these General
                        Terms and Conditions;

                        (b)   Execute its Right of First Refusal as an Existing
                        Shipper pursuant to Section 29 of these General Terms
                        and Conditions or submit a bid as an Offering Shipper
                        under that section; and

                        (c)   Participate in Transporters Capacity Release
                        Program pursuant to Section 28 of these General
                        Terms and Conditions.

                   30.5   Information Accessible Via Transporters
                   Electronic Bulletin Board. Any User may obtain the
                   following information via Transporters Electronic
                   Bulletin Board:

                        (a)   Information concerning:
<PAGE>

                             (i) The availability of capacity for Firm and
                             Interruptible Transportation at Receipt Points, on
                             the mainline and at Delivery Points, and of
                             capacity for Park and Loan Service at Parking and
                             Loan Points;

                             (ii) Whether the capacity is available from
                             Transporter directly, in association with exercise
                             of a Shippers Right of First Refusal, or through
                             Transporters Capacity Release Program;

--------------------------------------------------------------------------------
 Issued on: November 30, 1995                   Effective: January 1, 1996
--------------------------------------------------------------------------------


Seventh                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet                       (iii) Offers by Shippers to assume or acquire
No. 118                      capacity pursuant to Section 28.13;

                             (iv) Offers of discount rates to marketing
                             affiliates of Transporter and procedures for
                             similarly-situated non-affiliates to obtain
                             comparable discounts;

                             (v) Notice of Shippers' monthly Measurement
                              Variance Gas Factor;

                             (vi) Notice of termination of an Operational
                              Balancing Agreement;

                             (vii) Notices of planned routine repair,
                             maintenance and other construction or testing
                             procedures, as provided in Section 20 of these
                             General Terms and Conditions;

                             (viii) Notice of Advisories under Rate
                             Schedule PAL;

                             (ix) Currently effective systemwide
                             Injection/Withdrawal and Daily Balance Rates;

                             (x) Quantities available under the cashout
                             mechanism specified in Rate Schedule PAL;

                             (xi) Monthly New York City Gate prices as
                             published in Natural Gas Week; and

                             (xii) An Index of Shippers provided in
                             accordance with 18 C.F.R. 284.106 and 284/223.

                        (b) A listing of Receipt Points on Transporter's
                        system including the following information:

                             (i) Designation of Receipt Point;
<PAGE>

                             (ii) Location of Receipt Points;

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


 Second                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet                       (iii)   Operator name and phone number;
No. 119
                             and

                             (iv)   Total firm capacity subscribed at the
                             Receipt Point.

                        (c)   A listing of Delivery Points on Transporters
                        system including the following information:

                             (i)    Designation of Delivery Point;

                             (ii)   Location of Delivery Point;

                             (iii)  Operator name and phone number;

                             and

                             (iv)   Total firm capacity subscribed at the
                                    Delivery Point;

                        (d)   Transporters currently effective FERC Gas
                        Tariffs General Terms and Conditions.

                        (e)   The following information for each transportation
                        contract between Transporter and any marketing affiliate
                        of Transporter executed during the previous three years:

                             (i)   the name of the shipper;

                             (ii)  its affiliation with Transporter;

                             (iii) the contract number; and

                             (iv)  the date on which such shipper requested
                             service pursuant to this tariff.

                   30.6 Any provisions of this FERC Gas Tariff requiring that
                   matters be written or in writing are satisfied by either
                   Shippers or Transporters use of electronic transmission
                   through the Electronic Bulletin Board in accordance with the
                   procedures for using the system. All other provisions not
                   included in the Tariff pertaining to gas transportation
                   requiring items on information to be written or in writing
                   remain unchanged.
<PAGE>

--------------------------------------------------------------------------------
 Issued on: November 30, 1995                   Effective: January 1, 1996
--------------------------------------------------------------------------------


 Eighth                  GENERAL TERMS AND CONDITIONS (Continued)
Revised
 Sheet        31.   COMPLIANCE WITH GISB STANDARDS.
No. 120
              Transporter has adopted all of the Business Practices and
              Electronic Communications Standards which are required by the
              Commission in 18 CFR Section 284.10 (b) in accordance with Order
              No. 587, et al. In addition to those GISB standards elsewhere
              referred to in the tariff, Transporter is incorporating herein the
              following GISB standards, definitions, and data sets, Version 1.3
              by reference:

              1.2.2, 1.2.5, 1.2.8, 1.2.9, 1.2.10, 1.2.11, 1.3.2(vi), 1.3.19,
              1.3.20, 1.3.21, 1.3.23, 1.3.24, 1.3.25 1.3.27, 1.3.32, 1.3.34,
              1.3.35, 1.3.36, 1.3.42, 1.3.43, 1.4.1, 1.4.2, 1.4.3, 1.4.4, 1.4.5,
              1.4.6, 1.4.7, 2.3.9, 2.3.10, 2.3.11, 2.3.12, 2.3.13, 2.3.16,
              2.3.17, 2.3.18, 2.3.19, 2.3.20, 2.3.21, 2.3.22, 2.3.23, 2.3.24,
              2.3.25, 2.3.27, 2.4.1, 2.4.2, 2.4.3, 2.4.4, 2.4.5, 2.4.6, 3.3.1,
              3.3.2, 3.3.3, 3.3.4, 3.3.5, 3.3.6, 3.3.7, 3.3.8, 3.3.9, 3.3.10,
              3.3.11, 3.3.12, 3.3.13, 3.3.16, 3.3.17, 3.3.18, 3.3.19, 3.3.20,
              3.3.21, 3.3.22, 3.4.1, 3.4.2, 3.4.3, 3.4.4, 4.2.1, 4.2.2, 4.2.3,
              4.2.4, 4.2.5, 4.2.6, 4.2.7, 4.2.8, 4.3.1, 4.3.2, 4.3.3, 4.3.6,
              4.3.7, 4.3.8, 4.3.9, 4.3.10, 4.3.11, 4.3.12, 4.3.13, 4.3.14,
              4.3.15, 4.3.16, 4.3.17, 4.3.18, 4.3.19, 4.3.20, 4.3.21, 4.3.22,
              4.3.23, 4.3.24, 4.3.25, 4.3.26, 4.3.27, 4.3.28, 4.3.29, 4.3.30,
              4.3.31, 4.3.32, 4.3.33, 4.3.34, 4.3.35, 5.2.1, 5.3.8, 5.3.11,
              5.3.17, 5.3.18, 5.3.20, 5.3.21, 5.3.23, 5.3.30, 5.4.1, 5.4.2,
              5.4.3, 5.4.4, 5.4.5, 5.4.6, 5.4.7, 5.4.8, 5.4.9, 5.4.10, 5.4.11,
              5.4.12, 5.4.13, 5.4.14, 5.4.15, 5.4.16, 5.4.17

              If there is a conflict between any of these GISB standards and
              other portions of this FERC Gas Tariff, the GISB standards will
              control.

--------------------------------------------------------------------------------
 Issued on: August 4, 1999                       Effective: August 1, 1999
--------------------------------------------------------------------------------


Substitute                GENERAL TERMS AND CONDITIONS (Continued)
  Second
  Revised        32.   NEGOTIATED RATES
   Sheet
  No. 121             32.1   PRECONDITIONS TO NEGOTIATED RATES

                      Rates to be charged by Transporter for service to any
                      Shipper under Rate Schedule RTS or ITS may deviate in
                      either form or level or both from the applicable maximum
                      rate level in this Tariff, subject to the following
                      provisions:
<PAGE>

                           (a) Transporter and Shipper have executed a valid Gas
                           Transportation Contract containing therein a specific
                           mutual understanding that Negotiated Rate(s) or a
                           Negotiated Rate Formula will apply to service for
                           that Shipper, and the specific terms of that
                           understanding have been set forth on Schedule 3 of
                           that Gas Transportation Contract;

                           (b) At the time of execution of the Gas
                           Transportation Contract, which first provides for the
                           applicability to Shipper of the Negotiated Rate(s) or
                           Negotiated Rate Formula, service was available
                           pursuant to the terms and conditions (not modified by
                           this Section 32) of Rate Schedule RTS or ITS of this
                           Tariff, as applicable; and

                           (c) No later than the Business Day on which
                           Transporter commences service at such a Negotiated
                           Rate or Negotiated Rate Formula (or if the day on
                           which Transporter commences service is not a Business
                           Day, then no later than the next Business Day after
                           Transporter commences service), Transporter will file
                           a tariff sheet advising the Commission of such
                           Negotiated Rate or Negotiated Rate Formula, stating
                           the name of Shipper, the type of service, the Receipt
                           and Delivery Point(s) applicable to the service, the
                           volume of the gas to be transported, any other
                           charges, and specifying either: (i) the specific
                           Negotiated Rate included in such Gas Transportation
                           Contract; or (ii) the Negotiated Rate Formula
                           included in such Gas Transportation Contract with
                           sufficient specificity such that the rate in effect
                           from time to time can be readily calculated. The
                           tariff sheet must also incorporate a statement that
                           the Gas Transportation Contract does not deviate from
                           the form of Service Agreement in any material
                           respect.

--------------------------------------------------------------------------------
 Issued on: November 26, 1997                 Effective: November 16, 1997
--------------------------------------------------------------------------------


2nd Sub.                 GENERAL TERMS AND CONDITIONS (Continued)
 Second
 Revised            32.2   CAPACITY ALLOCATION AND CURTAILMENT
  Sheet
 No. 122            In determining the best bid for right of first refusal
                    and in allocating capacity, Transporter will consider
                    only revenues that would be generated by a demand or
                    reservation rate or other form of revenue guarantee,

<PAGE>

                    such as a usage charge associated with a minimum volume
                    commitment. In the event that the revenue generated
                    pursuant to the Negotiated Rate(s) or Negotiated Rate
                    Formula would exceed the revenue generated at the
                    Recourse Rate, for the purposes of capacity allocation
                    or curtailment, the Shipper paying such Negotiated Rate
                    or a rate under a Negotiated Rate Formula shall be
                    treated as if the rate equals the Recourse Rate. Any
                    Shipper, existing or new, paying the Recourse Rate has
                    the same right to capacity as a Shipper willing to pay
                    a higher Negotiated Rate or rate under a Negotiated
                    Rate Formula. If the Negotiated Rate or the rate under
                    a Negotiated Rate Formula is higher than the
                    corresponding Recourse Rate, the Recourse Rate rather
                    than the Negotiated Rate will be used as the price cap
                    for the Right of First Refusal pursuant to Section 29
                    of these General Terms and Conditions. Where the
                    Negotiated Rate or a rate under a Negotiated Rate
                    Formula results in revenue that is greater than the
                    Recourse Rate during certain portions of the relevant
                    evaluation period, but less than the revenue at the
                    Recourse Rate during other portions of the relevant
                    evaluation period (but the revenue pursuant to the
                    Negotiated Rate or rate under a Negotiated Rate Formula
                    equals or exceeds that which would be generated at the
                    Recourse Rate for the entire evaluation period), the
                    value of bids, requests and rates at a Negotiated Rate
                    or a rate under a Negotiated Rate Formula shall be
                    evaluated as though the Recourse Rate applied under
                    such bid, request or rate for the entire evaluation
                    period. Where the Negotiated Rate or rate under the
                    Negotiated Rate Formula results in revenue that is less
                    than the revenue at the Recourse Rate over the relevant
                    evaluation period, the value of the bids, requests or
                    rates at the Negotiated Rate or rate under the
                    Negotiated Rate Formula shall be evaluated based on
                    such lower revenue and shall be afforded a
                    correspondingly lower priority than bids, requests or
                    rates at the Recourse Rate.

--------------------------------------------------------------------------------
 Issued on: June 10, 1998                     Effective: November 16, 1997
--------------------------------------------------------------------------------


Substitute                GENERAL TERMS AND CONDITIONS (Continued)
  Second
  Revised             32.3   MONTHLY BILL
   Sheet
  No. 123             Where a Shipper is receiving service under a
                      Negotiated Rate or a rate under a Negotiated Rate
                      Formula, the monthly bill for such firm reserved
                      service rendered under Rate Schedule RTS or such
                      interruptible service under Rate Schedule ITS shall
                      be determined in accordance with the terms of the Gas
                      Transportation Contract between Transporter and
                      Shipper.

<PAGE>

                      32.4   ACCOUNTING FOR COSTS AND REVENUES

                      Transporter will maintain separate records of Negotiated
                      Rate and Negotiated Rate Formula transactions for each
                      billing period. These records shall include the volumes
                      transported, the billing determinants, the rates charged
                      and the revenue received associated with such
                      transactions. Transporter will separately identify such
                      transactions in Statements G, I and J (or their
                      equivalent) filed in any general rate proceeding.

--------------------------------------------------------------------------------
 Issued on: November 26, 1997                 Effective: November 16, 1997
--------------------------------------------------------------------------------


   Second          GENERAL TERMS AND CONDITIONS (Continued)
  Revised
   Sheet            Sheet Nos. 124 through 135 reserved for
No. 124-135                       future use.

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


   Second          GENERAL TERMS AND CONDITIONS (Continued)
  Revised
   Sheet            Sheet Nos. 136 through 137 reserved for
No. 136-137                       future use.

--------------------------------------------------------------------------------
 Issued on: March 29, 1996                          Effective: May 1, 1996
--------------------------------------------------------------------------------


  Original         GENERAL TERMS AND CONDITIONS (Continued)
   Sheet
No. 138-140         Sheet Nos. 138 through 140 reserved for
                                  future use.

--------------------------------------------------------------------------------
 Issued on: March 22, 1993                    Effective: September 1, 1993
--------------------------------------------------------------------------------


 First           PRO FORMA GAS TRANSPORTATION CONTRACT FOR FIRM RESERVED
Revised                                  SERVICE
 Sheet
No. 141       This Contract is made as of the [date] day of [month], [year]
              by and between the IROQUOIS GAS TRANSMISSION SYSTEM, L.P., a
              Delaware limited partnership, herein called Transporter, and
              [name of SHIPPER], a [state] [entity], herein called Shipper,
              pursuant to the following recitals and representations:

              WHEREAS, Transporter has received and accepted a Certificate
<PAGE>

              of Public Convenience and Necessity issued by the Federal Energy
              Regulatory Commission, authorizing Transporter to own, construct
              and operate a natural gas transmission system, herein called
              Transporters System;

              WHEREAS, Transporters System extends in a southeasterly direction
              from a point on the international border between the United States
              and Canada near Iroquois, Ontario/Waddington, New York, where
              Transporters facilities interconnect with those of TransCanada
              PipeLines Limited, (TransCanada) through the States of Connecticut
              and New York, to its terminus near South Commack, New York;

              WHEREAS, Shipper has entered or is about to enter into certain
              contract(s) with third parties for the purchase and sale of
              natural gas (Shippers Contracts);

              WHEREAS, Shipper represents that the purchaser of the gas under
              Shippers Contracts, either Shipper or a third-party purchaser, as
              the case may be, has received and accepted all necessary
              regulatory and governmental approvals to purchase and, if
              appropriate, import gas pursuant to Shippers Contracts;

              WHEREAS, Shipper represents that the seller of the gas under
              Shippers Contracts, either Shipper or a third-party seller, as the
              case may be, has received and accepted all necessary regulatory
              and governmental approvals to sell and, if appropriate, export gas
              pursuant to Shippers Contracts;

--------------------------------------------------------------------------------
 Issued on: October 31, 1995                   Effective: December 1, 1995
--------------------------------------------------------------------------------


 First           PRO FORMA GAS TRANSPORTATION CONTRACT FOR FIRM RESERVED
Revised                            SERVICE (Continued)
 Sheet
No. 142       WHEREAS, Transporter has received and accepted all necessary
              regulatory and governmental approvals to construct and
              operate Transporters System and to transport such gas on
              behalf of Shipper; and

              WHEREAS, Transporter and Shipper now desire to establish the terms
              and conditions under which Transporter will render firm, reserved
              transportation services to Shipper by entering into this Gas
              Transportation Contract for Firm Reserved Transportation Service;

              NOW, THEREFORE, in consideration of the mutual covenants and
              agreements herein assumed, Transporter and Shipper agree as
              follows:

              ARTICLE I - SCOPE OF CONTRACT

              1. On the Commencement Date and each day thereafter on which
              Shipper and Transporter schedule gas for transportation

<PAGE>

              hereunder, Shipper shall cause the Scheduled Input Quantity to be
              delivered to Transporter at the Receipt Point(s).

              2. On the Commencement Date and each day thereafter, Transporter
              shall make the Scheduled Equivalent Quantity available to or on
              behalf of Shipper at the Delivery Point(s) on a firm basis.

              3. Shipper shall be solely responsible for securing faithful
              performance by the suppliers of natural gas under Shipperis
              Contracts and/or any applicable upstream or downstream shippers in
              all matters which may affect Transporters performance hereunder,
              and Transporter shall not be liable hereunder to Shipper as a
              result of the failure of said gas supplier(s) and/or any
              applicable upstream or downstream shippers to so perform.

              ARTICLE II - RESERVATION OF FIRM TRANSPORTATION CAPACITY

              1. Shipper hereby reserves the right to cause Transporter to
              receive from or for the account of Shipper at each Receipt Point
              on any day such quantities of natural gas up to the Maximum Input
              Quantity for such Receipt Point

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                 Effective: Novembery 16, 1997
--------------------------------------------------------------------------------


 Second          PRO FORMA GAS TRANSPORTATION CONTRACT FOR FIRM RESERVED
Revised                            SERVICE (Continued)
 Sheet
No. 143       as set forth on the currently effective Schedule 1 appended
              hereto and Transporter shall make available to or on behalf of
              Shipper at each Delivery Point on any day the Equivalent Quantity
              not to exceed the Maximum Equivalent Quantity for each Delivery
              Point as set forth on the currently effective Schedule 2 appended
              hereto;

              2. Transporter shall make available to Shipper the transportation
              service reserved under this Article II on the days and for the
              quantities of gas for which such service has been reserved,
              subject to Shippers compliance with the terms and conditions of
              this Contract.

              ARTICLE III - RATE

              1. Except where a Negotiated Rate or Negotiated Rate Formula is
              applicable, for each Dth of Scheduled Equivalent Quantity on any
              day, Shipper agrees to pay and shall pay the applicable Maximum
              Transportation Commodity Rate specified in the RTS Rate Schedule
              as in effect on the day the transportation service is rendered;
              provided, however, that in the event that Transporter determines,
              in its sole discretion, to render transportation service on behalf
              of Shipper for a Discounted Transportation Commodity Rate,
              Transporter shall notify Shipper in writing of the amount of
<PAGE>

              such Discounted Transportation Commodity Rate, the day(s) on which
              such rate shall be in effect and the quantities to which such rate
              applies. For each Dth of Scheduled Equivalent Quantity to which a
              Discounted Transportation Commodity Rate applies, as set forth in
              Transporters notice, Shipper agrees to pay and shall pay the
              applicable Discounted Transportation Commodity Rate in lieu of the
              Maximum Transportation Commodity Rate. For each Dth of Scheduled
              Equivalent Quantity to which a Negotiated Rate or a rate under a
              Negotiated Rate Formula applies, Shipper agrees to pay and shall
              pay any applicable Negotiated Rate or rate under a Negotiated Rate
              Formula set forth in the currently effective Schedule 3 appended
              hereto, in lieu of the Maximum Transportation Commodity Rate.

              2. Except where a Negotiated Rate or a Negotiated Rate Formula is
              applicable, on the Commencement Date and each day thereafter, for
              each Dth per day of the Maximum Input Quantity at each Receipt
              Point, Shipper agrees to pay and shall pay the applicable Maximum
              Transportation Demand Rate specified in the RTS Rate Schedule as
              in effect on the day for which transportation capacity has been
              reserved; provided, however, that in the event that Transporter
              determines, in its sole discretion, to render transportation
              service on behalf of

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


 Second          PRO FORMA GAS TRANSPORTATION CONTRACT FOR FIRM RESERVED
Revised                            SERVICE (Continued)
 Sheet
No. 144       Shipper for a Discounted Transportation Demand Rate,
              Transporter shall notify Shipper in writing of the amount of
              such Discounted Transportation Demand Rate, the day(s) on
              which such rate shall be in effect and the quantities to
              which such rate applies. For each Dth of the Maximum Input
              Quantity at each Receipt Point to which a Discounted
              Transportation Demand Rate applies, as set forth in
              Transporters notice, Shipper agrees to pay and shall pay the
              applicable Discounted Demand Rate in lieu of the Maximum
              Transportation Demand rate. For each Dth of the Maximum Input
              Quantity at each Receipt Point to which a Negotiated Rate or
              a rate under a Negotiated Rate Formula applies, Shipper
              agrees to pay and shall pay any applicable Negotiated Rate or
              rate under a Negotiated Rate Formula set forth in the
              currently effective Schedule 3 appended hereto, in lieu of
              the Maximum Transportation Demand Rate.

              3. For each Dth of Scheduled Equivalent Quantity on any day,
              Shipper agrees to pay and shall pay any applicable GRI and ACA
              Adjustments, Deferred Asset Surcharge, and any other applicable
              surcharge specified in the RTS Rate Schedule as in effect on the
              day the transportation service is rendered.
<PAGE>

              4. Shipper agrees that Transporter shall have the unilateral right
              to file with the FERC and make changes effective in (a) the rates
              and charges applicable to service pursuant to Transporters RTS
              Rate Schedule, or (b) any provision of the General Terms and
              Conditions applicable to such rate schedules. Transporter agrees
              that Shipper may contest any such filing or changes and may
              request the FERC to determine just and reasonable rates and/or
              terms or conditions of service for Transporter when Shipper
              believes Transporters rates and/or terms or conditions of service
              may be unjust, unreasonable, unduly discriminatory or
              preferential.

              ARTICLE IV - RATE SCHEDULES AND GENERAL TERMS AND CONDITIONS

              This Contract and all terms and provisions contained or
              incorporated herein are subject to the provisions of the RTS Rate
              Schedule and of the General Terms and Conditions of Transporters
              FERC Gas Tariff as such may be revised or superseded from time to
              time, which RTS Rate Schedule and General Terms and Conditions are
              by this reference made a part hereof. All of the terms defined in
              Transporters Tariff shall have the same meaning wherever used in
              this Contract.

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


 Third           PRO FORMA GAS TRANSPORTATION CONTRACT FOR FIRM RESERVED
Revised                            SERVICE (Continued)
 Sheet
No. 145       1. The Commencement Date shall be [the latter of] [____] [or
              such date on which the natural gas facilities required to enable
              Transporter to render transportation service to Shipper hereunder
              are constructed, installed and made operational, as shall be set
              forth in Transporters Final Notice to Shipper].

              2. This Contract shall be effective as of the date first herein
              above written; provided, however, that Transporter shall be under
              no obligation to receive or to deliver any quantities of natural
              gas hereunder and Shipper shall be under no obligation for any
              payments hereunder prior to the Commencement Date.

              3. This Contract shall continue in force and effect until
              [expiration date], and year to year thereafter unless terminated
              by either party upon twelve (12) months prior written notice to
              the other; provided, however, that if the FERC authorizes
              Transporter to abandon service to Shipper on an earlier date, this
              Contract shall terminate as of such earlier date.

              ARTICLE VI - NOTICES

                   Notices to Transporter shall be addressed to:
<PAGE>

                           Iroquois Gas Transmission System, L.P.
                           c/o Iroquois Pipeline Operating Co.
                           One Corporate Drive, Suite 600
                           Shelton, Connecticut 06484
                           Attn: Marketing and Transportation

                   Notices to Shipper hereunder shall be addressed to:

                           [Name of Shipper]
                           [address]

              Either party may change its address under this Article by written
              notice to the other party.

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


 Second          PRO FORMA GAS TRANSPORTATION CONTRACT FOR FIRM RESERVED
Revised                            SERVICE (Continued)
 Sheet
No. 146       ARTICLE VII - TRANSFER AND ASSIGNMENT OF CONTRACT

              Any entity which shall succeed by purchase, merger or
              consolidation to the properties, substantially as an entirety, of
              either Transporter or Shipper, as the case may be, shall be
              entitled to the rights and shall be subject to the obligations of
              its predecessor in title under this Contract. Any party may,
              without relieving itself of its obligations under this Contract,
              assign any of its rights hereunder to an entity with which it is
              affiliated, but otherwise no assignment of this Contract or of any
              of the rights or obligations hereunder shall be made unless there
              first shall have been obtained the written consent thereto of
              Shipper in the event of an assignment by Transporter or
              Transporter in the event of an assignment by Shipper, which
              consents shall not be unreasonably withheld. It is agreed,
              however, that the restrictions on assignment contained in

--------------------------------------------------------------------------------
 Issued on: March 29, 1996                          Effective: May 1, 1996
--------------------------------------------------------------------------------


Original          PRO FORMA GAS TRANSPORTATION CONTRACT FOR FIRM RESERVED
  Sheet                             SERVICE (Continued)
 No. 147
               this Article VII shall not in any way prevent either party to
               this Contract from pledging or mortgaging its rights hereunder as
               security for its indebtedness.

               ARTICLE VIII - NONRECOURSE OBLIGATION OF PARTNERSHIP AND
               OPERATOR

               Shipper acknowledges and agrees that (a) Transporter is a

<PAGE>

               Delaware limited partnership; (b) Shipper shall have no recourse
               against any Partner in Transporter with respect to Transporters
               obligations under this Contract and that its sole recourse shall
               be against the partnership assets, irrespective of any failure to
               comply with applicable law or any provision of this Contract; (c)
               no claim shall be made against any Partner under or in connection
               with this Contract; (d) Shipper shall have no right of
               subrogation to any claim of Transporter for any capital
               contributions from any Partner to Transporter; (e) no claims
               shall be made against the Operator, its officers, employees, and
               agents, under or in connection with this Contract and the
               performance of Operators duties as Operator (provided that this
               shall not bar claims resulting from the gross negligence or
               willful misconduct of Operator, its officers, employees or
               agents); and Shipper shall provide Operator with a waiver of
               subrogation of Shippers insurance company for all such claims,
               and (f) this representation is made expressly for the benefit of
               the Partners in Transporter and Operator.

               ARTICLE IX - LAW OF CONTRACT

               The interpretation and performance of this Contract shall be in
               accordance with and controlled by the laws of the State of New
               York.

--------------------------------------------------------------------------------
 Issued on: March 22, 1993                    Effective: September 1, 1993
--------------------------------------------------------------------------------


Original          PRO FORMA GAS TRANSPORTATION CONTRACT FOR FIRM RESERVED
  Sheet                             SERVICE (Continued)
 No. 148
               IN WITNESS WHEREOF, the parties hereto have caused this Contract
               to be duly executed in duplicate counterparts by their proper
               officers thereunto duly authorized, as of the date first
               hereinabove written.

                ATTEST:                     IROQUOIS GAS TRANSMISSION
                                            SYSTEM, L.P.
                                            By Its Agent
                                            IROQUOIS PIPELINE OPERATING
                                            COMPANY



                _________________________   By_________________________



                ATTEST:                     By_________________________



                ATTEST:                     [NAME OF SHIPPER]
<PAGE>



                _________________________   By_________________________

--------------------------------------------------------------------------------
 Issued on: March 22, 1993                    Effective: September 1, 1993
--------------------------------------------------------------------------------


Original          PRO FORMA GAS TRANSPORTATION CONTRACT FOR FIRM RESERVED
  Sheet                             SERVICE (Continued)
No. 148A

                                        SCHEDULE 1

               Receipt Point:

               Maximum Input Quantity:

               Pressure:

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


Original          PRO FORMA GAS TRANSPORTATION CONTRACT FOR FIRM RESERVED
  Sheet                             SERVICE (Continued)
No. 148B

                                        SCHEDULE 2

               Delivery Point:

               Maximum Equivalent Quantity:

               Pressure:

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


Original          PRO FORMA GAS TRANSPORTATION CONTRACT FOR FIRM RESERVED
  Sheet                             SERVICE (Continued)
No. 148C

                                        SCHEDULE 3

               Negotiated Rate or Rate Formula:

                    Transporter and Shipper have mutually agreed that Shipper
                    will pay the [(following Negotiated Rate) or (rate
                    calculated in accordance with the following Negotiated Rate
                    Formula)]:
<PAGE>

               Monthly Bill:

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


 First           PRO FORMA GAS TRANSPORTATION CONTRACT FOR INTERRUPTIBLE
Revised                                  SERVICE
 Sheet
No. 149       This Contract is made as of the [date] day of [month], [year]
              by and between the IROQUOIS GAS TRANSMISSION SYSTEM, L.P., a
              Delaware limited partnership, herein called Transporter, and
              [name of shipper] a [state] [entity], herein called Shipper,
              pursuant to the following recitals and representations:

              WHEREAS, Transporter has received and accepted a Certificate of
              Public Convenience and Necessity issued by the Federal Energy
              Regulatory Commission, authorizing Transporter to own, construct
              and operate a natural gas transmission system, herein called
              Transporters System;

              WHEREAS, Transporters System extends in a southeasterly direction
              from a point on the international border between the United States
              and Canada near Iroquois, Ontario/Waddington, New York, where
              Transporters facilities interconnect with those of TransCanada
              PipeLines Limited, (TransCanada) through the States of Connecticut
              and New York, to its terminus near South Commack, New York;

              WHEREAS, Shipper has entered into or is about to enter into
              certain contract(s) with third parties for the purchase and sale
              of natural gas (Shippers Contracts);

              WHEREAS, Shipper represents that the purchaser of the gas under
              Shippers Contracts, either Shipper or a third-party purchaser, as
              the case may be, has received and accepted all necessary
              regulatory and governmental approvals to purchase and, if
              appropriate, to import gas pursuant to Shippers Contracts;

              WHEREAS, Shipper represents that the seller of the gas under
              Shippers Contracts, either Shipper or a third-party seller, as the
              case may be, has received and accepted all necessary regulatory
              and governmental approvals to sell and, if appropriate, to export
              gas pursuant to Shippers Contracts;

--------------------------------------------------------------------------------
 Issued on: October 31, 1995                   Effective: December 1, 1995
--------------------------------------------------------------------------------


 First           PRO FORMA GAS TRANSPORTATION CONTRACT FOR INTERRUPTIBLE
Revised                            SERVICE (Continued)
 Sheet
No. 150       WHEREAS, Transporter has received and accepted all necessary
              regulatory and governmental approvals to construct and

<PAGE>

              operate Transporters System and to transport such gas on
              behalf of Shipper; and

              WHEREAS, Transporter and Shipper now desire to establish the terms
              and conditions under which Transporter will render interruptible
              transportation services to Shipper by entering into this Gas
              Transportation Contract for Interruptible
              Transportation Service;

              NOW, THEREFORE, in consideration of the mutual covenants and
              agreements herein assumed, Transporter and Shipper agree as
              follows:

              ARTICLE I - SCOPE OF CONTRACT

              1. On the Commencement Date and each day thereafter on which
              Shipper and Transporter schedule gas for transportation hereunder,
              Shipper shall cause the Scheduled Input Quantity to be delivered
              to Transporter at the Receipt Point(s).

              2. On the Commencement Date and each day thereafter on which the
              Scheduled Input Quantity is delivered to Transporter at the
              Receipt Point(s) pursuant to Section 1 of this Article I,
              Transporter shall, subject to interruption of service by
              Transporter in accordance with this Contract and Transporters
              Tariff, make the Scheduled Equivalent Quantity, available to or on
              behalf of Shipper at the Delivery Point(s).

              3. Shipper shall be solely responsible for securing faithful
              performance by the suppliers of natural gas under Shipper's
              Contracts and/or any applicable upstream or downstream shippers in
              all matters which may affect Transporters performance hereunder,
              and Transporter shall not be liable hereunder to Shipper as a
              result of the failure of gas supplier(s) and/or any applicable
              upstream or downstream shippers to so perform.

              ARTICLE II - INTERRUPTIBLE TRANSPORTATION CAPACITY

              1.   Shipper hereby contracts for the right to cause
              Transporter to receive from or for the account of

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


 Second          PRO FORMA GAS TRANSPORTATION CONTRACT FOR INTERRUPTIBLE
Revised                            SERVICE (Continued)
 Sheet
No. 151       Shipper at each Receipt Point such quantities of natural gas
              up to the Maximum Input Quantity for such Receipt Point as
              set forth on the currently effective Schedule 1 appended
              hereto, on any day on which Transporter has interruptible
              capacity available to Shipper, and Transporter shall make
              available to or on behalf of Shipper on an interruptible

<PAGE>

              basis at each Delivery Point on such day the Equivalent
              Quantity, not to exceed the Maximum Equivalent Quantity for
              each Delivery Point as set forth on the currently effective
              Schedule 2 appended hereto.

              2. Transporter shall make available to Shipper the transportation
              service contracted for under this Article II on the days and for
              the quantities of gas for which Transporter has interruptible
              capacity available to Shipper, subject to Shippers compliance with
              the terms and conditions of this Contract.

              ARTICLE III - RATE

              1. Except where a Negotiated Rate or Negotiated Rate Formula is
              applicable, for each Dth of Scheduled Equivalent Quantity on any
              day, Shipper agrees to pay and shall pay the applicable Maximum
              Transportation Commodity Rate specified in ITS Rate Schedule as in
              effect on the day the transportation service is rendered;
              provided, however, that in the event that Transporter determines,
              in its sole discretion, to render transportation service on behalf
              of Shipper for a Discounted Transportation Commodity Rate,
              Transporter shall notify Shipper in writing of the amount of such
              Discounted Transportation Commodity Rate, the day(s) on which such
              rate shall be in effect and the quantities to which such rate
              applies. For each Dth of Scheduled Equivalent Quantity to which a
              Discounted Transportation Commodity Rate applies, as set forth in
              Transporters notice, Shipper agrees to pay and shall pay the
              applicable Discounted Transportation Commodity Rate in lieu of the
              Maximum Transportation Commodity Rate. For each Dth of Scheduled
              Equivalent Quantity to which a Negotiated Rate or a rate under a
              Negotiated Rate Formula applies, Shipper agrees to pay and shall
              pay any applicable Negotiated Rate or rate under a Negotiated Rate
              Formula set forth in the currently effective Schedule 3 appended
              hereto, in lieu of the Maximum Transportation Commodity Rate.

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


Original          PRO FORMA GAS TRANSPORTATION CONTRACT FOR INTERRUPTIBLE
  Sheet                             SERVICE (Continued)
No. 151A
               2. For each Dth of Scheduled Equivalent Quantity on any day,
               Shipper agrees to pay and shall pay the applicable GRI and ACA
               Adjustments, Deferred Asset Surcharge and any other applicable
               surcharge specified in the ITS Rate Schedule as in effect on the
               day the transportation service is rendered.

               3.   Shipper agrees that Transporter shall have the
               unilateral right to file with the FERC and make changes

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997

<PAGE>

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


 First           PRO FORMA GAS TRANSPORTATION CONTRACT FOR INTERRUPTIBLE
Revised                            SERVICE (Continued)
 Sheet
No. 152       effective in (a) the rates and charges applicable to service
              pursuant to Transporters ITS Rate Schedule, or (b) any
              provision of the General Terms and Conditions applicable to
              such rate schedule. Transporter agrees that Shipper may
              contest any such filing or changes, and may request the FERC
              to determine just and reasonable rates and/or terms or
              conditions of service for Transporter when it believes
              Transporters rates and/or terms or conditions of service may
              be unjust, unreasonable, unduly discriminatory or
              preferential.

              ARTICLE IV - RATE SCHEDULES AND GENERAL TERMS AND CONDITIONS

              This Contract and all terms and provisions contained or
              incorporated herein are subject to the provisions of the ITS Rate
              Schedule and of the General Terms and Conditions of Transporters
              FERC Gas Tariff as such may be revised or superseded from time to
              time, which ITS Rate Schedule and General Terms and Conditions are
              by this reference made a part hereof. All of the terms defined in
              Transporters Tariff shall have the same meaning wherever used in
              this Contract.

              ARTICLE V - TERM

              1. The Commencement Date shall be [the latter of] [or such date on
              which the natural gas facilities required to enable Transporter to
              render transportation service to Shipper hereunder are
              constructed, installed and made operational, as shall be set forth
              in Transporters Final Notice to Shipper].

              2. This Contract shall be effective as of the date first herein
              above written; provided, however, that Transporter shall be under
              no obligation to receive or to deliver any quantities of natural
              gas hereunder and Shipper shall be under no obligation for any
              payments hereunder prior to the Commencement Date.

              3. This Contract shall continue in force and effect until
              [expiration date], and year to year thereafter, subject to
              Shippers ongoing satisfaction of the applicable Availability
              provisions of the ITS Rate Schedule of Transporters effective FERC
              Gas Tariff (with the exception of Paragraph 1 (a) thereof), unless
              terminated by either party upon ninety (90) days prior written
              notice to the other; provided, however, that if the

--------------------------------------------------------------------------------
 Issued on: October 31, 1995                   Effective: December 1, 1995
--------------------------------------------------------------------------------


 Third           PRO FORMA GAS TRANSPORTATION CONTRACT FOR INTERRUPTIBLE

<PAGE>


Revised                            SERVICE (Continued)
 Sheet
No. 153       FERC authorizes transporter to abandon service to Shipper on
              an earlier date, this contract shall terminate as of such
              earlier date.

              ARTICLE VI - NOTICES

              Notices to Transporter shall be addressed to:

                        Iroquois Gas Transmission System, L.P.
                        c/o Iroquois Pipeline Operating Company
                        One Corporate Drive, Suite 600
                        Shelton, Connecticut 06484
                        Attn: Manager, Marketing &
                        Transportation

              Notices to Shipper hereunder shall be addressed to:

                        [Name of Shipper]
                        [address]

              Either party may change its address under this Article by written
              notice to the other party.

              ARTICLE VII - TRANSFER AND ASSIGNMENT OF CONTRACT

              Any entity which shall succeed by purchase, merger or
              consolidation to the properties, substantially as an entirety, of
              either Transporter or Shipper, as the case may be, shall be
              entitled to the rights and shall be subject to the obligations of
              its predecessor in title under this Contract. Any party may,
              without relieving itself of its obligations under this Contract,
              assign any of its rights hereunder to an entity with which it is
              affiliated, but otherwise no assignment of this Contract or of any
              of the rights or obligations hereunder shall be made unless there
              first shall have been obtained the written consent thereto of
              Shipper in the event of an assignment by Transporter or
              Transporter in the event of an assignment by Shipper, which
              consents shall not be unreasonably withheld. It is agreed,
              however, that the restrictions on assignment contained in this
              Article VII shall not in any way prevent either party to this
              Contract from pledging or mortgaging its rights hereunder as
              security for its indebtedness.

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


Original          PRO FORMA GAS TRANSPORTATION CONTRACT FOR INTERRUPTIBLE
  Sheet                             SERVICE (Continued)
 No. 154
               ARTICLE VIII - NONRECOURSE OBLIGATION OF PARTNERSHIP AND
               OPERATOR
<PAGE>

               Shipper acknowledges and agrees that (a) Transporter is a
               Delaware Limited partnership; (b) Shipper shall have no recourse
               against any Partner in Transporter with respect to the
               obligations of Transporter under this Contract and that its sole
               recourse shall be against the partnership assets, irrespective of
               any failure to comply with applicable law or any provision of
               this Contract; (c) no claim shall be made against any Partner
               under or in connection with this Contract; (d) Shipper shall have
               no right of subrogation to any claim of Transporter for any
               capital contributions from any Partner to Transporter; (e) no
               claims shall be made against the Operator, its officers,
               employees, and agents, under or in connection with this Contract
               and the performance of Operators duties as Operator (provided
               that this shall not bar claims resulting from the gross
               negligence or willful misconduct of Operator, its officers,
               employees or agents) and Shipper shall provide Operator with a
               waiver of subrogation of Shippers insurance company for all such
               claims, and (f) this representation is made expressly for the
               benefit of the Partners in Transporter and Operator.

               ARTICLE IX - LAW OF CONTRACT

               The interpretation and performance of this Contract shall be in
               accordance with and controlled by the laws of the State of New
               York.

--------------------------------------------------------------------------------
 Issued on: March 22, 1993                    Effective: September 1, 1993
--------------------------------------------------------------------------------


Original          PRO FORMA GAS TRANSPORTATION CONTRACT FOR INTERRUPTIBLE
  Sheet                             SERVICE (Continued)
 No. 155
               IN WITNESS WHEREOF, the parties hereto have caused this Contract
               to be duly executed in duplicate counterparts by their proper
               officers thereunto duly authorized, as of the date first
               hereinabove written.

                ATTEST:                     IROQUOIS GAS TRANSMISSION
                                            SYSTEM, L.P.
                                            By Its Agent
                                            IROQUOIS PIPELINE OPERATING
                                            COMPANY



                _________________________   By_________________________



                ATTEST:                     By_________________________

<PAGE>


                ATTEST:                     [NAME OF SHIPPER]



                _________________________   By_________________________

--------------------------------------------------------------------------------
 Issued on: March 22, 1993                    Effective: September 1, 1993
--------------------------------------------------------------------------------


Original          PRO FORMA GAS TRANSPORTATION CONTRACT FOR INTERRUPTIBLE
  Sheet                             SERVICE (Continued)
No. 155A

                                        SCHEDULE 1


               Receipt Point:

               Maximum Input Quantity:

               Pressure:

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


Original          PRO FORMA GAS TRANSPORTATION CONTRACT FOR INTERRUPTIBLE
  Sheet                             SERVICE (Continued)
No. 155B

                                        SCHEDULE 2

               Delivery Point:

               Maximum Equivalent Quantity:

               Pressure:

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


Original          PRO FORMA GAS TRANSPORTATION CONTRACT FOR INTERRUPTIBLE
  Sheet                             SERVICE (Continued)
No. 155C

                                        SCHEDULE 3

               Negotiated Rate or Rate Formula:

                    Transporter and Shipper have mutually agreed that Shipper
                    will pay the [(following Negotiated Rate) or (rate
                    calculated in accordance with the following
<PAGE>


                    Negotiated Rate Formula)]:

               Monthly Bill:

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


 First                                  PRO FORMA
Revised                     BLANKET CAPACITY RELEASE AGREEMENT
 Sheet
No. 156       This Agreement is made as of the [date] day of [month],
              [year], by and between Iroquois Gas Transmission System,
              L.P., a Delaware limited partnership, herein called
              "Transporter," and [name of Releasing Shipper], a [state]
              [entity], herein called "Releasing Shipper," pursuant to the
              following recitals and representations:

              WHEREAS Transporter and Releasing Shipper have executed a Gas
              Transportation Contract for Firm Reserved Service dated [date],
              identified as Contract No. [#];

              WHEREAS Releasing Shipper desires or will desire to release all or
              a portion of the capacity reserved by it under such Gas
              Transportation Contract for use by a Replacement Shipper pursuant
              to the Capacity Release Provisions set forth in Section 28 of the
              General Terms and Conditions of Transporter's FERC Gas Tariff;

              WHEREAS Transporter has entered into a Blanket Gas Transportation
              Contract for Firm Reserved Service with approved Replacement
              Shippers pursuant to the provisions of Section 28 of the General
              Terms and Conditions of Transporter's FERC Gas Tariff, such that
              the effective CRORs of these Replacement Shippers will be
              identical to the corresponding CRORs of the Releasing Shipper;

              WHEREAS Transporter and Releasing Shipper now desire to establish
              the terms and conditions under which Releasing Shipper will
              release all or a portion of its firm capacity on a temporary or
              permanent basis;

              NOW, THEREFORE, in consideration of the mutual covenants and
              agreements herein assumed, Transporter and Releasing Shipper agree
              as follows:

              ARTICLE I SCOPE AND PURPOSE OF THE RELEASE

              1.   During the period set forth in each CROR attached
              hereto, and subject to the Special Conditions of

--------------------------------------------------------------------------------
 Issued on: July 2, 1997                         Effective: August 1, 1997
--------------------------------------------------------------------------------
<PAGE>


 First        Release and Quantity Limitations set forth in each such CROR,
Revised       Releasing Shipper agrees to release all or part of its firm
 Sheet        capacity to Transporter. Releasing Shipper agrees that
No. 157       subject to any recall rights stated in the applicable CROR,
              it will not request or be entitled to receive service under its
              Gas Transportation Contract for Firm Reserved Service to the
              extent and during the period that such service has been released
              hereunder and that Releasing Shipper's Gas Transportation Contract
              for Firm Reserved Service will effectively be amended to such
              extent.

              2. To the extent that Releasing Shipper does not hereunder release
              all of its right to service under its Gas Transportation Contract
              for Firm Reserved Service and/or if the term of Releasing
              Shipper's Gas Transportation Contract for Firm Reserved Service
              extends beyond the period of the release as described in the CROR,
              Transporter agrees to provide service to Releasing Shipper under
              such Gas Transportation Contract as such Gas Transportation
              Contract is amended by the provisions of the CROR.

              ARTICLE II - RATE CREDITING PROVISIONS

              1. Releasing Shipper's Transportation Demand Charge shall be
              credited each month by the Transportation Demand Charge billed to
              Replacement Shipper(s) by Transporter (hereinafter the
              "Replacement Demand Charge"), subject to such further crediting
              conditions as may be outlined in the CROR and in Section 28 of the
              General Terms and Conditions of Transporter's currently effective
              FERC Gas Tariff.

              2. Releasing Shipper shall remain liable to Transporter for the
              full amount of the Transportation Demand Charge for any month in
              which the Replacement Shipper(s) fails to pay all or any portion
              of the Replacement Demand Charge owing under the Replacement
              Shipper's effective CROR.

--------------------------------------------------------------------------------
 Issued on: July 2, 1997                         Effective: August 1, 1997
--------------------------------------------------------------------------------


Original             PRO FORMA CAPACITY RELEASE AGREEMENT (Continued)
  Sheet
 No. 158       ARTICLE III - CAPACITY RELEASE MARKETING FEES

               Releasing Shipper shall pay Transporter any applicable marketing
               fees set forth in Section 28 of the General Terms and Conditions
               of Transporters currently effective FERC Gas Tariff.

               ARTICLE IV - GENERAL TERMS AND CONDITIONS

               Releasing Shippers release of capacity shall be subject to the
               provisions set forth in Section 28 of the General Terms and
               conditions section of Transporters FERC Gas Tariff, which
               provisions are incorporated herein by reference.
<PAGE>

               IN WITNESS WHEREOF, the parties hereto have caused this Agreement
               to be duly executed in several counterparts by their proper
               officers thereunto duly authorized, as of the date first
               hereinabove written.


                ATTEST:                     IROQUOIS GAS TRANSMISSION
                                            SYSTEM, L.P.
                                            By Its Agent
                                            IROQUOIS PIPELINE OPERATING
                                            COMPANY



                _________________________   By_________________________



                ATTEST:                     [NAME OF RELEASING SHIPPER]



                _________________________   By_________________________

--------------------------------------------------------------------------------
 Issued on: March 22, 1993                    Effective: September 1, 1993
--------------------------------------------------------------------------------


  First                                    CROR
 Revised
  Sheet                   Capacity Release Offer Report Offer No:
No. 158A
                Releasor                     Pipeline
                Contract
                Release Term Start
                Release Term End

                Min. Rate.            Min. % Max Rate       Max. Tariff
                                                            Rate
                Min. Quantity         Max. Quantity

                Locations

                Summary

                Bidding Period        to
                Release Term (days)   to

                Indicators
                Discount              Previously Released
                Permanent Release     Special Terms

                Re-Releasable         Contingent Bids
                                      Acceptable
                Standalone Offer      Recall/Reput
<PAGE>

                Pre-arranged

                Disclosure of
                minimums
                Quantity
                Rate
                Term

                Locations and
                Quantities

                Description         Zone    Leg   Sec   OBA   Use   Qty

                Quantity Type

                Rates
                Bidding Units                 Rate Form
                Max Tariff Rate               Min. Commitment
                Minimum Rate                  Min Commitment Qty
                Minimum % Max Rate            Pressure Unit
                Rate basis

--------------------------------------------------------------------------------
 Issued on: July 2, 1997                         Effective: August 1, 1997
--------------------------------------------------------------------------------


Original
  Sheet           Pre-arranged Bidder
No. 158B          Bidder Company                      Contact
                  Phone                               Fax
                  Email                               Bid %
                  Matching Deadline                   Bid Amount
                  Affiliate Of

                  Conditions

                  Contingent bid terms
                  Contingency end date
                  Special terms
                  Recall/reput
                  Recall/reput terms

                  Contact

                  Contact Phone No.                   Fax No.
                  Email                               Posting date
                  Notes

                  Evaluation

                  Expected Award

                  Evaluation Method

                  Description
<PAGE>

                  Tie Breaking Method

                  Current Bids

                  Term Qty-dth  Rate Amt  Rate %  Est. Valuation Status

--------------------------------------------------------------------------------
 Issued on: July 2, 1997                         Effective: August 1, 1997
--------------------------------------------------------------------------------


Original                   Capacity Release Bid Report Offer No:
  Sheet
No. 158C
                  Rate/Term

                  Rate Amount
                  Rate %
                  Term Start
                  Term End

                  Locations/Quantities

                  Description        Zone    Leg   Sec   OBA   Use   Qty

                  Conditions
                  Contingent bid
                  Standalone bid
                  Award minimum

                  Special Terms

                  Bidder

                  Company                  Contact
                  Phone No.                Fax No.
                  Email                    Posting date
                  Affiliate Of
                  Notes

                  Volumetric Commitment

                  Quantity                 Minimum Volumetric Quantity
                  Percent                  Minimum Volumetric Percent

--------------------------------------------------------------------------------
 Issued on: July 2, 1997                         Effective: August 1, 1997
--------------------------------------------------------------------------------


 Second                                 PRO FORMA
Revised                  BLANKET GAS TRANSPORTATION CONTRACT FOR
 Sheet                FIRM RESERVED SERVICE WITH REPLACEMENT SHIPPER
No. 159
                   This Contract is made as of the _____ day of _________,
              _______ by and between the IROQUOIS GAS TRANSMISSION SYSTEM, L.P.,
              a Delaware limited partnership, herein called
<PAGE>

              "Transporter," and [Company], a [state] [legal entity], herein
              called "Shipper," pursuant to the following recitals and
              representations:

                   WHEREAS Transporter has received and accepted a Certificate
              of Public Convenience and Necessity issued by the Federal Energy
              Regulatory Commission, authorizing Transporter to own, construct
              and operate a natural gas transmission system, herein called
              "Transporter's System;"

                   WHEREAS Transporter's System extends in a southeasterly
              direction from a point on the international border between the
              United States and Canada near Iroquois, Ontario/Waddington, New
              York, where Transporter's facilities interconnect with those of
              TransCanada PipeLines Limited ("TransCanada"), through the States
              of Connecticut and New York, to its terminus near South Commack,
              New York;

                   WHEREAS Shipper has obtained or is about to obtain capacity
              released from a Releasing Shipper pursuant to the terms of Section
              28 of the General Terms and Conditions of Transporter's FERC Gas
              Tariff and the specific terms and conditions described in each
              effective Capacity Release Offer Report ("CROR") which is appended
              hereto, and which is identical to the CRORs of such Releasing
              Shippers;

                   WHEREAS each effective CROR appended to this Contract
              constitutes a separate transaction for purposes of Section 4 of
              the General Terms and Conditions of Transporter's FERC Gas Tariff
              and sets forth the Term of the release transaction, the rate
              Shipper is obligated to pay, the Receipt and Delivery Points
              Shipper may use, the maximum quantity of capacity Shipper has
              available for its use at these points, and other relevant terms
              and conditions associated with Shipper's acquisition of the
              released capacity;

--------------------------------------------------------------------------------
 Issued on: July 2, 1997                         Effective: August 1, 1997
--------------------------------------------------------------------------------


 Second            WHEREAS Shipper has entered or is about to enter into
Revised       gas purchase agreement(s) with Gas Supplier(s) for the
 Sheet        purchase and sale of natural gas;
No. 160
                   WHEREAS [Shipper] has received and accepted all necessary
              regulatory and governmental approvals to purchase and, if
              appropriate, import gas pursuant to the aforesaid gas purchase
              agreement(s);

                   WHEREAS Gas Supplier(s) has received and accepted all
              necessary regulatory and governmental approvals to sell and, if
              appropriate, export gas pursuant to the aforesaid gas purchase
              agreement(s);

                   WHEREAS Transporter has received and accepted all necessary
              regulatory and governmental approvals to construct
<PAGE>

              and operate Transporter's System and to transport such gas on
              behalf of Shipper; and

                   WHEREAS Transporter and Shipper now desire to establish the
              terms and conditions under which Transporter will render firm,
              reserved transportation services to Shipper by entering into this
              Gas Transportation Contract for Firm Reserved Transportation
              Service;

                   NOW, THEREFORE, in consideration of the mutual covenants and
              agreements herein assumed, Transporter and Shipper agree as
              follows:

              ARTICLE I - SCOPE OF CONTRACT

                   1. So long as Shipper satisfies the provisions of Section 3
              of the General Terms and Conditions of Transporter's FERC Gas
              Tariff, including the creditworthiness standards therein, and upon
              the execution and effectiveness of this Contract, Shipper shall be
              qualified to bid from time to time on releases of capacity (or
              acquire such capacity as a Prearranged Replacement Shipper) as set
              forth in Section 28 of those General Terms and Conditions. If at
              any time a bid submitted by Shipper is accepted by Transporter,
              Transporter will post on its EBB an addendum to this Contract in
              the format set forth on its EBB as a CROR.

--------------------------------------------------------------------------------
 Issued on: July 2, 1997                         Effective: August 1, 1997
--------------------------------------------------------------------------------


  First        Each CROR is an integral part of this Contract; shall be
 Revised       deemed to incorporate the terms of this Contract; and shall
  Sheet        be binding on the Parties. Shipper agrees to advise
No. 160A       Transporter of any material change in the information
               previously provided to Transporter pursuant to Section 3 of the
               General Terms and Conditions of Transporter's Tariff.

                    2. During the Term of this Contract, on each day on which
               Shipper and Transporter schedule gas for transportation
               hereunder, Shipper shall cause the Scheduled Input Quantity to be
               delivered to Transporter at the Receipt Point(s).

                    3. On each day during the Term of this Contract, Transporter
               shall make the Scheduled Equivalent Quantity available to or on
               behalf of Shipper at the Delivery Point(s) on a firm basis.

--------------------------------------------------------------------------------
 Issued on: July 2, 1997                         Effective: August 1, 1997
--------------------------------------------------------------------------------


 Second            4.  Shipper shall be solely responsible for securing
Revised       faithful performance by Gas Supplier(s) and/or any applicable
<PAGE>

 Sheet        upstream or downstream Shippers in all matters which may
No. 161       affect Transporter's performance hereunder, and Transporter
              shall not be liable hereunder to Shipper as a result of the
              failure of Gas Supplier(s) and/or any applicable upstream or
              downstream Shippers to so perform.

              ARTICLE II - RESERVATION OF FIRM TRANSPORTATION CAPACITY

                   1. Shipper hereby reserves the right to cause Transporter to
              receive from or for the account of Shipper at each Receipt Point
              on any day such quantities of natural gas up to the Maximum Input
              Quantity for such Receipt Point as set forth on the currently
              effective CROR, and Transporter shall make available to or on
              behalf of Shipper at each Delivery Point on any day the Equivalent
              Quantity, not to exceed the Maximum Equivalent Quantity for each
              Delivery Point as set forth on the currently effective CROR;
              provided, however, Shipper's right to request service hereunder,
              and Transporter's obligation to provide such service, shall be
              subject to the provisions of any Capacity Release Agreement
              executed by Shipper and Transporter; and, provided further,
              Shipper's right to request service hereunder and Transporter's
              obligation to provide such service shall be subject to the terms
              and conditions stated in each effective CROR.

                   2. Transporter shall make available to Shipper the
              transportation service reserved under this Article II on the days
              and for the quantities of gas for which such service has been
              reserved, subject to Shipper's compliance with the terms and
              conditions of this Contract.

              ARTICLE III - RATE

                   1. During the Term of this Contract, for each Dth of
              Scheduled Equivalent Quantity on any day, Shipper agrees to pay
              and shall pay the applicable Maximum Transportation Commodity Rate
              specified in the RTS Rate Schedule as in

--------------------------------------------------------------------------------
 Issued on: July 2, 1997                         Effective: August 1, 1997
--------------------------------------------------------------------------------


Substitute    effect on the day the transportation service is rendered;
  Second      provided, however, that in the event that Transporter determines,
  Revised     in its sole discretion, to render transportation service on behalf
   Sheet      of Shipper for a Discounted Transportation Commodity Rate,
  No. 162     Transporter shall notify Shipper in writing of the amount of such
              Discounted Transportation Commodity Rate, the day(s) on which such
              rate shall be in effect and the quantities to which such rate
              applies. For each Dth of Scheduled Equivalent Quantity to which a
              Discounted Transportation Commodity Rate applies, as set forth in
              Transporter's notice, Shipper agrees to pay and shall pay the
              applicable Discounted Transportation Commodity Rate in lieu of the

<PAGE>


              Maximum Transportation Commodity Rate.

                   2. During the Term of this Contract, for each Dth per day of
              the Maximum Input Quantity, at each Receipt Point, Shipper agrees
              to pay and shall pay the demand rate set forth in each effective
              CROR hereto, or, if applicable, its volumetric equivalent,
              including any demand related fees, surcharges, and transition
              costs.

                   3. If Shipper is a Releasing Shipper, as defined in Section
              28 of the General Terms and Conditions, for each month, the
              Transportation Demand Charge billed to Shipper shall be credited
              in accordance with Section 4.3(h) of Rate Schedule RTS and Section
              28.17 of the General Terms and Conditions.

                   4. For each Dth of Scheduled Equivalent Quantity on any day,
              Shipper agrees to pay and shall pay the applicable GRI and ACA
              Adjustments, Deferred Asset Surcharge, and any other applicable
              surcharge specified in the RTS Rate Schedule as in effect on the
              day the transportation service is rendered.

                   5. Shipper agrees that Transporter shall have the unilateral
              right to file with the FERC and make changes effective in (a) the
              rates and charges applicable to service pursuant to Transporter's
              RTS Rate Schedules, or (b) any provision of the General Terms and
              Conditions applicable to such rate schedules. Transporter agrees
              that Shipper may contest any such filing or changes and may
              request the FERC to determine just and reasonable rates and/or
              terms or conditions of service for Transporter when Shipper
              believes

--------------------------------------------------------------------------------
 Issued on: July 15, 1997                        Effective: August 1, 1997
--------------------------------------------------------------------------------


 Second       Transporter's rates and/or terms or conditions of service may
Revised       be unjust, unreasonable, unduly discriminatory or
 Sheet        preferential.
No. 163
              ARTICLE IV - RATE SCHEDULES AND GENERAL TERMS AND CONDITIONS

                    This Contract and all terms and provisions contained or
              incorporated herein are subject to the provisions of the RTS Rate
              Schedule and of the General Terms and Conditions of Transporter's
              FERC Gas Tariff as such may be revised or superseded from time to
              time, which RTS Rate Schedule and General Terms and Conditions are
              by this reference made a part hereof. All of the terms defined in
              Transporter's Tariff shall have the same meaning wherever used in
              this Contract.

              ARTICLE V - TERM

                   1.  The Commencement Date shall be _________.
<PAGE>

                   2. This Contract shall be effective as of the date first
              hereinabove written; provided, however, that Transporter shall be
              under no obligation to receive or to deliver any quantities of
              natural gas hereunder and Shipper shall be under no obligation for
              any payments hereunder prior to the first day of the Term.

                   3. This Contract shall continue in force and effect until
              [expiration date], and year to year thereafter, unless terminated
              by either party upon ninety (90) days prior written notice to the
              other; provided, however, that if the FERC authorizes Transporter
              to abandon service to Shipper on an earlier date, this Contract
              shall terminate as of such earlier date. Termination or expiration
              of this Contract will also result in the termination of each CROR
              which is effective.

--------------------------------------------------------------------------------
 Issued on: July 2, 1997                         Effective: August 1, 1997
--------------------------------------------------------------------------------


 Third            PRO FORMA BLANKET GAS TRANSPORTATION CONTRACT FOR FIRM
Revised           RESERVED SERVICE WITH REPLACEMENT SHIPPER (Continued)
 Sheet
No. 164       ARTICLE VI - NOTICES

              Notices to Transporter shall be addressed to:

                               Iroquois Gas Transmission
                               System, L.P.
                               c/o Iroquois Pipeline
                               Operating Company
                               One Corporate Drive
                               Suite 600
                               Shelton, Connecticut 06484
                               Attn: Marketing and
                               Transportation

              Notices to Shipper hereunder shall be addressed to:

                               COMPANY
                               ADDRESS
                               CITY

              Either party may change its address under this Article by written
              notice to the other party.

              ARTICLE VII - TRANSFER AND ASSIGNMENT OF CONTRACT

              Any entity which shall succeed by purchase, merger or
              consolidation to the properties, substantially as an entirety, of
              either Transporter or Shipper, as the case may be, shall be
              entitled to the rights and shall be subject to the obligations of
              its predecessor in title under this Contract. Any party may,
              without relieving itself of its
<PAGE>

              obligations under this Contract, assign any of its rights
              hereunder to an entity with which it is affiliated, but otherwise
              no assignment of this Contract or of any of the rights or
              obligations hereunder shall be made unless there first shall have
              been obtained the written consent thereto of Shipper in the event
              of an assignment by Transporter or Transporter in the event of an
              assignment by Shipper, which consents shall not be unreasonably
              withheld. It is agreed, however, that the restrictions on
              assignment contained in this Article VII shall not in any way
              prevent either party to this Contract from pledging or mortgaging
              its rights hereunder as security for its indebtedness.

--------------------------------------------------------------------------------
 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------


Original          PRO FORMA BLANKET GAS TRANSPORTATION CONTRACT FOR FIRM
  Sheet            RESERVED SERVICE WITH REPLACEMENT SHIPPER (Continued)
 No. 165
               ARTICLE VIII - NONRECOURSE OBLIGATION OF PARTNERSHIP AND
               OPERATOR

               Shipper acknowledges and agrees that (a) Transporter is a
               Delaware limited partnership; (b) Shipper shall have no recourse
               against any Partner in Transporter with respect to Transporters
               obligations under this Contract and that its sole recourse shall
               be against the partnership assets, irrespective of any failure to
               comply with applicable law or any provision of this Contract; (c)
               no claim shall be made against any Partner under or in connection
               with this Contract; (d) Shipper shall have no right of
               subrogation to any claim of Transporter for any capital
               contributions from any Partner to Transporter; (e) no claims
               shall be made against the Operator, its officers, employees, and
               agents, under or in connection with this Contract and the
               performance of Operators duties as Operator (provided that this
               shall not bar claims resulting from the gross negligence or
               willful misconduct of Operator, it officers, employees or agents)
               and Shipper shall provide Operator with a waiver of subrogation
               of Shippers insurance company for all such claims, and (f) this
               representation is made expressly for the benefit of the Partners
               in Transporter and Operator.

               ARTICLE IX - LAW OF CONTRACT

               The interpretation and performance of this Contract shall be in
               accordance with and controlled by laws of the State of New York.

--------------------------------------------------------------------------------
 Issued on: March 22, 1993                    Effective: September 1, 1993
--------------------------------------------------------------------------------
<PAGE>


 First           PRO FORMA GAS TRANSPORTATION CONTRACT FOR FIRM RESERVED
Revised                SERVICE WITH REPLACEMENT SHIPPER (Continued)
 Sheet
No. 166       IN WITNESS WHEREOF, the parties hereto have caused this
              Agreement to be duly executed in several counterparts by
              their proper officers thereunto duly authorized, as of the
              date first hereinabove written.

               ATTEST:                     IROQUOIS GAS TRANSMISSION
                                           SYSTEM, L.P.
                                           By Its Agent
                                           IROQUOIS PIPELINE OPERATING
                                           COMPANY



               _________________________   By_________________________



               ATTEST:                     By_________________________



               ATTEST:                     COMPANY



               _________________________   By_________________________

--------------------------------------------------------------------------------
 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------


 Second                  Capacity Release Offer Report Offer No:
Revised
 Sheet
No. 167        Releasor                     Pipeline
               Contract
               Release Term Start
               Release Term End

               Min. Rate.             Min. % Max Rate       Max. Tariff
                                                            Rate
               Min. Quantity          Max. Quantity

               Locations

               Summary

               Bidding Period         to
               Release Term (days)    to

               Indicators
               Discount               Previously Released
               Permanent Release      Special Terms
<PAGE>

               Re-Releasable          Contingent Bids
                                      Acceptable
               Standalone Offer       Recall/Reput

               Pre-arranged

               Disclosure of
               minimums
               Quantity
               Rate
               Term

               Locations and
               Quantities

               Description         Zone    Leg    Sec   OBA   Use   Qty

               Quantity Type

               Rates
               Bidding Units                  Rate Form
               Max Tariff Rate                Min. Commitment
               Minimum Rate                   Min Commitment Qty
               Minimum % Max Rate             Pressure Unit
               Rate basis

--------------------------------------------------------------------------------
 Issued on: July 2, 1997                         Effective: August 1, 1997
--------------------------------------------------------------------------------


 Second
Revised          Pre-arranged Bidder
 Sheet           Bidder Company                      Contact
No. 168
                 Phone                               Fax
                 Email                               Bid %
                 Matching Deadline                   Bid Amount
                 Affiliate Of

                 Conditions

                 Contingent bid terms
                 Contingency end date
                 Special terms
                 Recall/reput
                 Recall/reput terms

                 Contact

                 Contact Phone No.                   Fax No.
                 Email                               Posting Date
                 Notes

                 Evaluation
<PAGE>

                 Expected Award

                 Evaluation Method

                 Description

                 Tie Breaking Method

                 Current Bids

                 Term Qty-dth  Rate Amt   Rate %  Est. Valuation Status

--------------------------------------------------------------------------------
 Issued on: July 2, 1997                         Effective: August 1, 1997
--------------------------------------------------------------------------------


 Second                    Capacity Release Bid Report Offer No:
Revised
 Sheet
No. 169          Rate/Term

                 Rate Amount
                 Rate %
                 Term Start
                 Term End

                 Locations/Quantities

                 Description         Zone   Leg   Sec    OBA   Use   Qty

                 Conditions
                 Contingent bid
                 Standalone bid
                 Award minimum

                 Special Terms

                 Bidder

                 Company                   Contact
                 Phone No.                 Fax No.
                 Email                     Posting date
                 Affiliate Of
                 Notes

                 Volumetric Commitment

                 Quantity                  Minimum Volumetric Quantity
                 Percent                   Minimum Volumetric Percent

--------------------------------------------------------------------------------
 Issued on: July 2, 1997                         Effective: August 1, 1997
--------------------------------------------------------------------------------


 First            PRO FORMA BLANKET GAS TRANSPORTATION CONTRACT FOR FIRM
<PAGE>

Revised           RESERVED SERVICE WITH REPLACEMENT SHIPPER (Continued)
 Sheet
No. 170                                 [RESERVED]

--------------------------------------------------------------------------------
 Issued on: October 31, 1995                   Effective: December 1, 1995
--------------------------------------------------------------------------------


 Second                  PRO FORMA PARK AND LOAN SERVICE CONTRACT
Revised
 Sheet        This Contract is made as of the [date] day of [month], [year]
No. 171       by and between the IROQUOIS GAS TRANSMISSION SYSTEM, L.P., a
              Delaware limited partnership, herein called Transporter, and [name
              of shipper], a [state] [entity] herein called Shipper, pursuant to
              the following recitals and representations:

              WHEREAS, Transporter has received and accepted a Certificate of
              Public Convenience and Necessity issued by the Federal Energy
              Regulatory Commission, authorizing Transporter to own, construct
              and operate a natural gas transmission system, herein called
              Transporters System;

              WHEREAS, Transporters System extends in a southeasterly direction
              from a point on the international border between the United States
              and Canada near Iroquois, Ontario/Waddington, New York, where
              Transporters facilities interconnect with those of TransCanada
              PipeLines Limited (TransCanada), through the States of Connecticut
              and New York, to its terminus near South Commack, New York;

              WHEREAS, Shipper has entered or is about to enter into certain
              contract(s) with third parties for the purchase and sale of
              natural gas (Shippers Contracts);

              WHEREAS, Shipper represents that the purchaser of the gas under
              Shippers Contracts, either Shipper or a third-party purchaser, as
              the case may be, has received and accepted all necessary
              regulatory and governmental approvals to purchase and, if
              appropriate, import gas pursuant to Shippers Contracts;

              WHEREAS, Shipper represents that the seller of the gas under
              Shippers Contracts, either Shipper or a third-party seller, as the
              case may be, has received and accepted all necessary regulatory
              and governmental approvals to sell and, if appropriate, export gas
              pursuant to Shippers Contracts;

              WHEREAS, Transporter has received and accepted all necessary
              regulatory and governmental approvals to construct and operate
              Transporters System and to provide park and loan service on behalf
              of Shipper; and

              WHEREAS, Transporter and Shipper now desire to establish the terms
              and conditions under which Transporter will render park and loan
              service to Shipper by entering into this Park and Loan Service
              Contract;

<PAGE>

--------------------------------------------------------------------------------
 Issued on: March 29, 1996                          Effective: May 1, 1996
--------------------------------------------------------------------------------


 Third             PRO FORMA PARK AND LOAN SERVICE CONTRACT (Continued)
Revised
 Sheet        NOW, THEREFORE, in consideration of the mutual covenants and
No. 172       agreements herein assumed, Transporter and Shipper agree as
              follows:

              ARTICLE I - SCOPE OF CONTRACT

              1. On the Commencement Date and each day thereafter on which
              Shipper and Transporter schedule parking service and subject to
              the interruption of service by Transporter in accordance with this
              Contract and Transporters Tariff, (i) Shipper shall cause the
              Parked Quantity to be delivered to Transporter at the Parking
              Point(s) and (ii) Transporter shall hold the Parked Quantity for
              Shippers Account and, upon scheduling, redeliver any Parked
              Quantities to or on behalf of Shipper at the Parking Point(s).

              2. On the Commencement Date and each day thereafter on which
              Shipper and Transporter schedule Loan Service and subject to the
              interruption of service by Transporter in accordance with this
              Contract and Transporters Tariff, (i) Transporter shall make
              available to or on behalf of Shipper the Loaned Quantity at the
              Loan Point(s) and (ii) upon scheduling, Shipper shall cause any
              Loaned Quantities to be redelivered to Transporter at the Loan
              Point(s).

              3. Shipper shall be solely responsible for securing faithful
              performance by the supplier(s) of natural gas under Shippers
              Contracts and/or any applicable upstream or downstream shippers in
              all matters which may affect Transporters performance hereunder,
              and Transporter shall not be liable hereunder to Shipper as a
              result of the failure of said gas supplier(s) and/or any
              applicable upstream or downstream shippers to so perform.

              4. In the event that Shipper wishes to move Parked Quantities or
              Loaned Quantities from one Parking or Loan Point to another
              Parking or Loan Point on Transporters system, Shipper shall be
              responsible for arranging such transportation in accordance with
              the provisions of Rate Schedules RTS or ITS and the General Terms
              and Conditions of Transporters Tariff.

              ARTICLE II - PARK AND LOAN CAPACITY

              1.   Shipper hereby contracts for the right (i) to cause
              Transporter to receive from or for the account of Shipper at
              each Parking Point such quantities of natural gas specified
              by
<PAGE>

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


 Second            PRO FORMA PARK AND LOAN SERVICE CONTRACT (Continued)
Revised
 Sheet        Shipper, which, upon scheduling shall be redelivered to
No. 173       Shipper to such Parking Point(s) and (ii) to cause
              Transporter to make available to or for the account of Shipper at
              each Loan Point such quantities of natural gas up to the Maximum
              Balance Quantity as set forth on the currently effective Schedule
              1 appended hereto, which, upon scheduling shall be redelivered to
              Transporter by Shipper at such Loan Point(s).

              2. Transporter shall make available to Shipper the park and loan
              service contracted for under this Article II on the days and for
              the quantities of gas for which Transporter has park and loan
              capacity available to Shipper, subject to Shippers compliance with
              the terms and conditions of this Contract.

              ARTICLE III - RATE

              1. For each Dth of the Injected Quantity and the Withdrawal
              Quantity injected or withdrawn on any day, Shipper agrees to pay
              and shall pay the applicable Maximum Injection/Withdrawal Rate
              specified in Rate Schedule PAL as in effect on the day the park
              and loan service is rendered; provided, however, that in the event
              that Transporter determines, in its sole discretion, to render
              park and loan service systemwide at a Discounted
              Injection/Withdrawal Rate, Transporter shall post the amount of
              such Discounted Injection/Withdrawal Rate, the day(s) on which
              such rate shall be in effect and the quantities to which such rate
              applies on its Electronic Bulletin Board. Such discounted rates
              may vary on a daily basis. For each Dth of Injected Quantity and
              Withdrawal Quantity to which a Discounted Injection/Withdrawal
              Rate applies, as set forth on Transporters Electronic Bulletin
              Board, Shipper agrees to pay and shall pay the applicable
              Discounted Injection/Withdrawal Rate in lieu of the Maximum
              Injection/Withdrawal Rate.

              2. For each Dth of the Parked Balance and Loan Balance held for
              Shippers account each day on Transporters System, Shipper agrees
              to pay and shall pay the applicable Maximum Daily Balance Rate
              specified in Rate Schedule PAL as in effect on the day the Park
              and Loan Service is rendered; provided, however, that in the event
              that Transporter determines, in its sole discretion, to render
              park and loan service systemwide at a Discounted Daily Balance
              Rate, Transporter shall post the amount of such Discounted Daily
              Balance Rate, the day(s) on which such

--------------------------------------------------------------------------------
 Issued on: March 29, 1996                          Effective: May 1, 1996
--------------------------------------------------------------------------------
<PAGE>


 Second            PRO FORMA PARK AND LOAN SERVICE CONTRACT (Continued)
Revised
 Sheet        rate shall be in effect and the quantities to which such rate
No. 174       applies on its Electronic Bulletin Board. Such discounted
              rates may vary on a daily basis. For each Dth of the Parked
              Balance and Loan Balance to which a Discounted Daily Balance Rate
              applies, as set forth on Transporters Electronic Bulletin Board,
              Shipper agrees to pay and shall pay the applicable Discounted
              Daily Balance Rate in lieu of the Maximum Daily Balance Rate.

              3. For each Dth of the Injection Quantity, Shipper agrees to pay
              and shall pay the applicable ACA Adjustment specified in Rate
              Schedule PAL as in effect on the day the park and loan service is
              rendered.

              4. Shipper agrees that Transporter shall have the unilateral right
              to file with the FERC and make changes effective in (a) the rates
              and charges applicable to service pursuant to Transporters Rate
              Schedule PAL, or (b) any provision of the General Terms and
              Conditions applicable to such rate schedule. Transporter agrees
              that Shipper may contest any such filing or changes and may
              request the FERC to determine just and reasonable rates and/or
              terms or conditions of service for Transporter when it believes
              Transporters rates and/or terms or conditions of service may be
              unjust, unreasonable, unduly discriminatory or preferential.

              ARTICLE IV - RATE SCHEDULES AND GENERAL TERMS AND CONDITIONS

              This Contract and all terms and provisions contained or
              incorporated herein are subject to the provisions of the Rate
              Schedule PAL and of the General Terms and Conditions of
              Transporters FERC Gas Tariff as such may be revised or superseded
              from time to time, which Rate Schedule PAL and General Terms and
              Conditions are by this reference made a part hereof. All of the
              terms defined in Rate Schedule PAL and Transporters Tariff shall
              have the same meaning wherever used in this Contract.

              ARTICLE V - TERM

              1.   The Commencement Date shall be [date] .

              2.   This Contract shall be effective as of the date

--------------------------------------------------------------------------------
 Issued on: March 29, 1996                          Effective: May 1, 1996
--------------------------------------------------------------------------------


 Second            PRO FORMA PARK AND LOAN SERVICE CONTRACT (Continued)
Revised
 Sheet        first hereinabove written; provided, however, that

<PAGE>

No. 175       Transporter shall be under no obligation to provide park and
              loan service hereunder and Shipper shall be under no obligation
              for any payments hereunder prior to the Commencement Date.

              3. This Contract shall continue in force and effect for a primary
              term of one (1) year from the Commencement Date, and from year to
              year thereafter unless either party terminates this Contract by
              giving ninety (90) days notice to the other party.

              ARTICLE VI - NOTICES

                               Iroquois Gas Transmission
                               System, L.P.
                               c/o Iroquois Pipeline
                               Operating Co.
                               One Corporate Drive, Suite
                               606
                               Shelton, Connecticut 06484
                               Attn: Marketing and
                               Transportation

              Notices to Shipper hereunder shall be addressed to:

                                [Name of Shipper]
                                    [address]

              Either party may change its address under this Article by written
              notice to the other party.

              ARTICLE VII - TRANSFER AND ASSIGNMENT OF CONTRACT

              Any entity which shall succeed by purchase, merger or
              consolidation to the properties, substantially as an entirety, of
              either Transporter or Shipper, as the case may be, shall be
              entitled to the rights and shall be subject to the obligations of
              its predecessor in title under this Contract. Any party may,
              without relieving itself of its obligations under this Contract,
              assign any of its rights hereunder to an entity with which it is
              affiliated, but otherwise no assignment of this Contract or of any
              of the rights or obligations hereunder shall be made unless there
              first shall have been obtained the written consent thereto of
              Shipper in the event of an assignment by Transporter or
              Transporter in the event of an assignment by Shipper, which
              consents shall not be unreasonably withheld. It is agreed,

--------------------------------------------------------------------------------
 Issued on: March 29, 1996                          Effective: May 1, 1996
--------------------------------------------------------------------------------


 Second            PRO FORMA PARK AND LOAN SERVICE CONTRACT (Continued)
Revised
 Sheet        however, that the restrictions on assignment contained in
No. 176       this Article VII shall not in any way prevent either party to

<PAGE>

              this Contract from pledging or mortgaging its rights
              hereunder as security for its indebtedness.

              ARTICLE VIII - NONRECOURSE OBLIGATION OF PARTNERSHIP AND
              OPERATOR

              Shipper acknowledges and agrees that (a) Transporter is a Delaware
              limited partnership; (b) Shipper shall have no recourse against
              any Partner in Transporter with respect to the obligations of
              Transporter under this Contract and that its sole recourse shall
              be against the partnership assets, irrespective of any failure to
              comply with applicable law or any provision of this Contract; (c)
              no claim shall be made against any Partner under or in connection
              with this Contract; (d) Shipper shall have no right of subrogation
              to any claim of Transporter for any capital contributions from any
              Partner to Transporter; (e) no claims shall be made against the
              Operator, its officers, employees, and agents, under or in
              connection with this Contract and the performance of Operators
              duties as Operator (provided that this shall not bar claims
              resulting from the gross negligence or willful misconduct of
              Operator, its officers, employees or agents); and Shipper shall
              provide Operator with a waiver of subrogation of Shippers
              insurance company for all such claims, and (f) this representation
              is made expressly for the benefit of the Partners in Transporter
              and Operator.

              ARTICLE IX - LAW OF CONTRACT

              The interpretation and performance of this Contract shall be in
              accordance with and controlled by the laws of the State of New
              York.

--------------------------------------------------------------------------------
 Issued on: March 29, 1996                          Effective: May 1, 1996
--------------------------------------------------------------------------------


Original           PRO FORMA PARK AND LOAN SERVICE CONTRACT (Continued)
  Sheet
No. 176A       IN WITNESS WHEREOF, the parties hereto have caused this
               Agreement to be duly executed in several counterparts by their
               proper officers thereunto duly authorized, as of the date first
               hereinabove written.

                ATTEST:                     IROQUOIS GAS TRANSMISSION
                                            SYSTEM, L.P.
                                            By Its Agent
                                            IROQUOIS PIPELINE OPERATING
                                            COMPANY



                _________________________   By_________________________

<PAGE>


                ATTEST:                     By_________________________



                ATTEST:                     [NAME OF SHIPPER]



                _________________________   By_________________________

--------------------------------------------------------------------------------
 Issued on: March 29, 1996                          Effective: May 1, 1996
--------------------------------------------------------------------------------


 Second            PRO FORMA PARK AND LOAN SERVICE CONTRACT (Continued)
Revised
 Sheet                                  SCHEDULE 1
No. 177         Maximum Balance Quantity:

                Pressure:                Minimum:

--------------------------------------------------------------------------------
 Issued on: March 29, 1996                          Effective: May 1, 1996
--------------------------------------------------------------------------------


 Second            PRO FORMA PARK AND LOAN SERVICE CONTRACT (Continued)
Revised
 Sheet                     [THIS SHEET RESERVED FOR FUTURE USE]
No. 178

--------------------------------------------------------------------------------
 Issued on: March 29, 1996                          Effective: May 1, 1996
--------------------------------------------------------------------------------


    First             PRO FORMA PARK AND LOAN SERVICE CONTRACT (Continued)
   Revised
    Sheet                 Sheet Nos. 179-180 reserved for future use.
No. 179 - 180

--------------------------------------------------------------------------------
 Issued on: November 30, 1995                   Effective: January 1, 1996
--------------------------------------------------------------------------------


 Fourth         SERVICE REQUEST FORM FOR IROQUOIS GAS TRANSMISSION SYSTEM,
Revised                                    L.P.
 Sheet
No. 181       Any party requesting Gas Transportation Service or Park and
              Loan Service on Transporters system must complete a Service
              Request Form in keeping with Section 3 of the General Terms and
              Conditions of Transporter's currently effective FERC Gas Tariff.

              Completed Service Request Forms shall be forwarded to:
<PAGE>

                          Contract Administrator
                          Iroquois Gas Transmission System, L.P.
                          c/o Iroquois Pipeline Operating Co.
                          One Corporate Drive, Suite 600
                          Shelton, CT 06484
                          Fax: 203-929-9501

              No request for service shall be considered nor entered into
              Transporter's transportation log until a completed Service Request
              Form is received by Transporter.

               1.   Type of Service      ___ RTS     ___ ITS     ___ PALS
                    (check one):         ___ Potential Capacity
                                         Replacement: complete only
                                         sections 8 through 11 and submit
                                         with a Blanket Capacity Release
                                         Form

               2.   (a) Percentage of Maximum Rate Shipper is willing to
                    pay (Applicable to RTS Service only): ___%
                    or
                    (b) Negotiated Rate or Rate Under Negotiated Rate
                    Formula Shipper is willing to pay (Applicable to RTS
                    and ITS Service Only)

               3.   Date Service is Requested to Commence:_______________

               4.   Date Service is Requested to Terminate:_______________

               5.   Requesting Party (Complete Legal Name):
                    ------------------------------------

                    (a)   Type of Legal Entity: ____________________

                    (b)   State of Incorporation: _________________

                    (c)   Shipper is (Check one):

                    ___ Interstate       ___ Intrastate pipeline
                    pipeline

                    ___ Hinshaw          ___ LDC
                    pipeline

                    ___ End-User         ___ Producer

                    ___ Marketer         ___ Broker

                    ___ Other (specify): _______________

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


 Third          SERVICE REQUEST FORM FOR IROQUOIS GAS TRANSMISSION SYSTEM,
<PAGE>

Revised                              L.P. (Continued)
 Sheet
No. 182       If Shipper is acting as agent in arranging this service, specify
              below each principal (complete legal name, type of legal entity
              and state of incorporation) and its respective type of company
              (Shipper must supply agency agreements for each principal).

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

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

              6. Are additional or new facilities required to be installed or
              constructed by any party which are necessary for receipt of gas by
              Transporter or for delivery to and/or utilization of gas by the
              Shipper or direct or indirect customers of the Shipper? If so,
              please specify:

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

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

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

              7. Name and full title of officer (or general partner) of Shipper
              who will execute service agreement with Iroquois:

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

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

              8.   Contact Person for Request:_________________________

               Mailing Address:
               -------------------------------------

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

               Street
               Address:______________________________________

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

               Phone: _______________________

               Fax No: ______________________

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


 Fourth         SERVICE REQUEST FORM FOR IROQUOIS GAS TRANSMISSION SYSTEM,
Revised                              L.P. (Continued)
 Sheet
No. 183       9.   Twenty-four hour emergency contact person for purposes of
              dispatching gas to and from receipt and delivery points:
<PAGE>

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

               Mailing Address:
               ------------------------------------------------------------

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

               Street Address:
               ------------------------------------------------------------

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

               Phone: ________________

               Fax No: ________________

               Home Phone: _______________

               Beeper or Cellular (Circle One):
               ----------------

              10.   Person to whom invoices and billing notices are to be
              directed:

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

              Mailing Address:
              ------------------------------------------------------------

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

              Street Address:
              ------------------------------------------------------------

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

              Phone: ______________________

              Fax No: ______________________

              11. Names, titles, phone and fax numbers of duly authorized
              persons designated to submit nominations to transporter on behalf
              of Shipper for the requested service:

                    Name       Title          Phone         Fax





--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


 Fifth          SERVICE REQUEST FORM FOR IROQUOIS GAS TRANSMISSION SYSTEM,
<PAGE>

Revised                              L.P. (Continued)
 Sheet
No. 184       12.   Proposed Receipt Points and Volume (RTS and ITS Service
              Only)

               __________ Check here if INTERRUPTIBLE service is requested at
               ALL available Receipt Points. Otherwise, designate requested
               Receipt Points and information below: (Use additional sheets if
               necessary). YOU MUST STILL INDICATE VOLUMES FOR INTERRUPTIBLE
               SERVICE; use the starred (*) cell.

                              Receipt   Receipt   Receipt   TOTAL
                              Point 1   Point 2   Point 3

                Maximum
                Input
                Quantity,
                Mcf

                Maximum
                Input
                Quantity, Dt

                Estimated
                Total Input
                Quantities
                to be
                Transported
                Through
                Receipt
                Point Over
                Term of
                Service, Mcf

                Estimated
                Total Input
                Quantities
                to be
                Transported
                Through
                Receipt
                Point Over
                Term of
                Service, Dt

                Name and
                Address of
                Entity Which
                Will Deliver
                Gas to
                Transporter
                on Shippers
                Behalf

--------------------------------------------------------------------------------
<PAGE>

 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


 Fifth          SERVICE REQUEST FORM FOR IROQUOIS GAS TRANSMISSION SYSTEM,
Revised                              L.P. (Continued)
 Sheet
No. 185       13.   Proposed Delivery Points and Volumes (RTS and ITS
              Service Only)

               __________ Check here if INTERRUPTIBLE service is requested at
               ALL available Delivery Points. Otherwise, designate requested
               Delivery Points and information below: (Use additional sheets if
               necessary). YOU MUST STILL INDICATE VOLUMES FOR INTERRUPTIBLE
               SERVICE; use the starred (*) cell.

                              Receipt   Receipt   Receipt   TOTAL
                              Point 1   Point 2   Point 3

                Maximum
                Equivalent
                Quantity,
                Mcf

                Maximum
                Equivalent
                Quantity, Dt

                Estimated
                Total
                Equivalent
                Quantities
                to be
                Transported
                Through
                Receipt
                Point Over
                Term of
                Service, Mcf

                Estimated
                Total
                Equivalent
                Quantities
                to be
                Transported
                Through
                Receipt
                Point Over
                Term of
                Service, Dt

                Name and
                Address of
                Entity Which

<PAGE>

                Will Deliver
                Gas to
                Transporter
                on Shipper's
                behalf

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


 Fourth       SERVICE REQUEST FORM FOR IROQUOIS GAS TRANSMISSION SYSTEM, L.P.
Revised                                 (Continued)
 Sheet
No. 186       14.   Proposed Maximum Balance Quantity (PAL Service Only) ____

              15. Shipper Certification: Shipper hereby certifies that Shipper
              has title or current contractual right to acquire title to the gas
              supply for which transportation or park and loan service is
              requested, and that Shipper has or will enter into all contractual
              arrangements necessary to ensure that all upstream and downstream
              transportation is in place prior to the date on which service is
              requested to commence.

              16. This form is provided for the convenience of Shipper in
              complying with the transportation and park and loan service
              request procedures of Transporter's currently effective FERC Gas
              Tariff. Nevertheless, it is Shipper's responsibility to provide
              all of the information necessary to satisfy Transporter.

                                                  Yours very truly,

                                                  ---------------------------
                                                  (Shipper)

              Signed:                             Date:
                     -----------------------           ----------------------

              Print                               Title:
              Name:                                     ------------------------
                   -------------------------
                                     Internal Use Only

                        1.   Date and Time Request received:

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

                        2.   Sufficient Date: (Y/N)

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

                               If NO, data missing:

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

                               If NO, date letter sent/call made:

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

                        3.   Contract Date:
<PAGE>

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

                        4.   Contract No.:

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

                        5.   Iroquois Representative:

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

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


 First          SERVICE REQUEST FORM FOR IROQUOIS GAS TRANSMISSION SYSTEM,
Revised                              L.P. (Continued)
 Sheet
No. 187                  [Sheet No. 187 reserved for future use.]

--------------------------------------------------------------------------------
 Issued on: July 20, 1993                     Effective: September 1, 1993
--------------------------------------------------------------------------------

 Third                       IROQUOIS SHIPPER NOMINATION FORM
Revised
 Sheet
No. 188                                            NOMINATION REVISION Yes/No

        SHIPPER NAME:                              EFFECTIVE DATE & TIME:
                     -----------------------
                                                   --------------------

        NOMINATOR'S                                END DATE & TIME:
        SIGNATURE:
                  --------------------------       --------------------

        SHIPPER'S TELEPHONE:                       SHIPPER 24 HR PHONE:

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

        SHIPPER'S FAX #:                           ADDITIONAL AFTER-HOUR #:
                        --------------------
                                                   --------------------
        TRANSPORT CONTRACT
        #:
          ------------------

         RECEIPTS                              DELIVERIES

         Rank  Point   U/Stream    Volume      Rank   Point   D/Stream    Volume
                       Supplier                               Contract











<PAGE>



                 TOTAL RECEIPTS:                      TOTAL DELIVERIES:

         TRANSPORTATION                        PARK & LOAN CONTRACT
                                               #: _______________

         Rank  Point   U/Stream    Volume      Rank   Point   D/Stream    Volume
                       Supplier                               Contract













              TOTAL TRANSPORTED:                         TOTAL PAL NOM:

       Please receive, transport, deliver and/or park gas under the contracts as
       indicated above.

       All quantities are in Dekatherms. This nomination will remain in effect
       until further notice.

       IGTS USE:__________

--------------------------------------------------------------------------------
 Issued on: April 2, 1997                          Effective: June 1, 1997
--------------------------------------------------------------------------------


Original               IROQUOIS SHIPPER NOMINATION FORM (Continued)
  Sheet
No. 188A         1. Please submit a separate nomination for each contract.
                 2. Total Delivered Scheduled Equivalent Quantity cannot
                    exceed contract mcf x the BTU factor.
                 3. This nomination infers that both Supplier and
                    Downstream Operator have been notified and have agreed to
                    deliver and accept the above quantities. Shipper avers that
                    it has or is currently using its best efforts to secure
                    agreements from all upstream and downstream entities to
                    deliver and accept the above quantites.
                 4. Rate Code required only if gas is being transported under a
                    negotiated rate. If no rate code is specified, full rate
                    will be assumed.
                 5. Please use latest MV/Fuel Factor specified for each
                    class of service requested.
                 6. When MV Factor is positive, multiply by Receipt
                    Quantity. When negative, by Delivered Quantity.
                 7. Billing will be based on Scheduled Equivalent
<PAGE>


                    Quantities.
                 8. Ranking of suppliers is required for allocating
                    purposes only.

--------------------------------------------------------------------------------
 Issued on: November 30, 1995                   Effective: January 1, 1996
--------------------------------------------------------------------------------


 Second                IROQUOIS SHIPPER NOMINATION FORM (Continued)
Revised
 Sheet        Notes:
No. 189
                1. Please submit a separate nomination form for each
                   contract.

                2. Please use the currently effective Measurement
                   Variance/Fuel Use Factor.

              In the event that Transportation Commodity or Park and Loan
              Charges are prepaid, Transporter shall upon termination of service
              refund to Shipper any applicable amount pursuant to Section 3.6 of
              the General Terms and Conditions.

--------------------------------------------------------------------------------
 Issued on: November 30, 1995                   Effective: January 1, 1996
--------------------------------------------------------------------------------


 First                        BLANKET CAPACITY RELEASE FORM
Revised
 Sheet
No. 190         Please forward your   Contract Administrator
                Completed Form to:    Iroquois Gas Transmission System, L.P.
                                      c/o Iroquois Pipeline Operating Co.
                                      One Corporate Drive, Suite 600
                                      Shelton, CT 06484
                                      Fax: (203) 929-9501

              No request for service shall be considered nor entered into
              Transporter's transportation log until a completed Blanket
              Capacity Release Form and appropriate Credit information,
              including a completed Shipper Credit Form and DUNS number, are
              received by Transporter.


                            REPLACEMENT SHIPPERS ONLY:

                      Shipper Full Legal Name:

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

                      DUNS Number for the entity listed above*:

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

                      Type of Legal Entity:

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

<PAGE>

                      State of Incorporation:

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

                      If at this time, you are not a Shippper on Iroquois (RTS,
                      ITS or PALS), you must also complete Sections 8 through 11
                      of Iroquois' Service Request Form, found beginning on page
                      181 of Iroquois' FERC Tariff.


                             RELEASING SHIPPERS ONLY:

                      Shipper Full Legal Name:

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

                      DUNS Number for the entity listed above*:

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

                           Current Contract Number(s):

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

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


 First                    BLANKET CAPACITY RELEASE FORM (cont.)
Revised
 Sheet
No. 191
                       ALL SHIPPERS:

                       Name and full title of officer (or general partner) of
                       Shipper who will execute service agreement with Iroquois:

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

                        Contact Person for this request:

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

                            phone ____________________
                            fax ____________________

                       Shipper Certification:
                       Shipper hereby certifies that Shipper has title or
                       current contractual right to acquire title to the gas
                       supply for which transportation service is requested, and
                       that Shipper has or will enter into all contractual
                       arrangements necessary to ensure that all upstream and
                       downstream transportation is in place prior to the date
                       on which service is requested to commence.

                       This form is provided for the convenience of the Shipper
                       in complying with the

<PAGE>

                       transportation request procedures of Transporter's
                       currently effective FERC Gas Tariff. Nevertheless, it is
                       Shipper's responsibility to provide all of the
                       information necessary to satisfy Transporter.

                       Signed ___________________     Date

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

                       Print Name _______________     Date

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

              *DUNS Numbers are mandatory for capacity release, which will be
              done via NrG. Please call Electronic Commerce Coordinator at
              203-944-7020 if you have any questions regarding your DUNS number,
              including whether you currently have one listed with us from
              previous solicitations.

              Please call Contract Administrator, at 203-925-7274 if you have
              any questions.

--------------------------------------------------------------------------------
 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


 First                    BLANKET CAPACITY RELEASE FORM (cont.)
Revised                                 FACT SHEET
 Sheet
No. 192       Current Firm Shippers

              1)   Fax or mail a completed Blanket Capacity Release Form to
              Iroquois. Be sure to keep a copy.

              2)   Execute and return Blanket Capacity Release Releasing Shipper
              Contract within 5 days of receipt.

              3)   Contact Electronic Commerce Coordinator, at 203-944-7020 IF
              you do not have an NrG Account on Iroquois.

              Potential Replacement Shippers

              1)   Fax or mail a completed Blanket Capacity Release Form to
              Iroquois. Be sure to keep a copy.

              2)   IF at this time you are not a Shipper on Iroquois (RTS, ITS
              or PALS), you must also complete Sections 8 through 11 of
              Iroquois' Service Request Form, found beginning on page 181 of
              Iroquois' FERC Tariff.

              3)   Supply appropriate Credit information for review:

                   --a copy of your most recent audited financial
                   statement;

                   --a copy of your most recent twelve-month audited
<PAGE>

                   financial statement or Annual Report and, if applicable, 10-K
                   form;

                   --a list of your affiliates, including parents and
                   subsidiaries, if applicable;

                   --a completed Shipper Credit Information Form
                   (obtainable from Contract Administrator); and

                   --DUNS number (GISB requirement).

              4)   Execute and return Blanket Capacity Release Replacement
              Shipper Contract within 5 days of receipt.

              5)   Contact Electronic Commerce Coordinator, at 203-944-7020 IF
              you do not have an NrG Account on Iroquois.

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 Issued on: October 17, 1997                  Effective: November 16, 1997
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 First                    BLANKET CAPACITY RELEASE FORM (cont.)
Revised
 Sheet        How Blanket Capacity Release will work:
No. 193
              1)   Releasing Shippers will post available capacity on NrG
              Highway. Anyone with access to NrG will be able to read the
              notices of capacity. HOWEVER, ONLY THOSE SHIPPERS WHO HAVE:

                   --a fully executed Blanket Capacity Release Replacement
                   Shipper Contract; AND

                   --appropriate Financial Assurances in place; AND

                   --a fully-executed NrG Customer Use Agreement

              will be able to bid on released capacity. NO EXCEPTIONS.

              2) All bids are binding. Once bidding closes, both the Releasing
              Shipper and the winning bidder will be able to print from NrG
              Highway a Capacity Release Offer Report (CROR). The CROR will list
              all details of the Capacity Release: Releasing Shipper,
              Replacement Shipper; volumes, rate, recallability, etc.

              3) DUNS Numbers are mandatory for capacity release, which will be
              done via NrG. Please call Electronic Commerce Coordinator, at
              203-944-7020 if you have any questions regarding your DUNS number,
              including whether you currently have one listed with us from
              previous solicitations.

              For further clarification, please refer to Section 28 of the
              General Terms and Conditions of Iroquois FERC Gas Tariff.

              Please call Contract Administrator, at 203-925-7274 if you have
              any questions.
<PAGE>

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 Issued on: October 17, 1997                  Effective: November 16, 1997
--------------------------------------------------------------------------------


   First            Sheet Nos. 194 through 199 reserved for
  Revised                         future use.
   Sheet
No. 194-199

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 Issued on: October 17, 1997                  Effective: November 16, 1997
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