**Exhibit10.5**

**TRANSPORTATION SERVICE AGREEMENT**

**ContractIdentification FT4764**

This Transportation Service Agreement (Agreement) isentered into by Great Lakes Gas Transmission Limited Partnership (Transporter)and TRANSCANADA PIPELINES LIMITED(Shipper).

WHEREAS, Shipper has requested Transporter totransport Gas on its behalf and Transporter represents that it is willing totransport Gas under the terms and conditions of this Agreement.

NOW, THEREFORE, Transporter and Shipper agree that theterms below constitute the transportation service to be provided and the rightsand obligations of Shipper and Transporter.

**1.**                                      **EFFECTIVE DATE:** November 30, 2006

**2.**                                      **CONTRACT IDENTIFICATION:** FT4764

**3.**                                      **RATE SCHEDULE:**FT

**4.**                                      **SHIPPER TYPE:** Other

**5.**                                      **STATE/PROVINCE OF INCORPORATION:** Canada

**6.**                                      **TERM:**November 01, 2005 to October 31, 2009

Transporterand Shipper agree that Shipper may extend the primary term of this Agreement byexercising a contractual Right of First Refusal, pursuant to the procedures setforth in Section 16 of the General Terms and Conditions of Transporter’s FERCGas Tariff.

**7.**                                      **EFFECT ON PREVIOUS CONTRACTS:**

ThisAgreement supersedes, cancels and terminates, as of the effective date statedabove, the following contract(s): Service Agreement dated November 04, 2004 with Contract IdentificationFT4764.

Shipper’sand Transporter’s obligations to each other arising for periods prior to theeffective date stated above, remain in effect and are not being terminated byany provision of this Agreement.

**8.**                                      **MAXIMUM DAILY QUANTITY (Dth/Day):**180,000

 

Pleasesee Appendix A for further detail.

**9.**                                      **RATES:**

 

UnlessShipper and Transporter have agreed to a Discounted Rate, pursuant to Section19.2 of the General Terms and Conditions, or to a Negotiated Rate, pursuant toSection 4.5 of the Rate Schedule named above, rates shall be Transporter’smaximum rates and charges plus all applicable surcharges in effect from time totime under the applicable Rate Schedule (as stated above) on file with theCommission unless otherwise agreed to by the parties in writing. Provisionsgoverning a Discounted Rate shall be set forth in this Paragraph 9. Provisionsgoverning a Negotiated Rate shall be set forth on Appendix B hereto.

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**Contract Identification FT4764**

Shipperand Transporter agree that for service under this Agreement from the point(s)of receipt listed on Appendix A to the point(s) of delivery listed on AppendixA, the Reservation Fee to be charged shall be $9.977 per Dth.

**10.****                               POINTSOF RECEIPT AND DELIVERY:**

 

Theprimary receipt and delivery points are set forth on Appendix A.

**11.****                               RELEASEDCAPACITY:**

 

N/A

**12.****                               INCORPORATIONOF TARIFF INTO AGREEMENT:**

 

ThisAgreement shall incorporate and in all respects be subject to the “GeneralTerms and Conditions” and the applicable Rate Schedule (as stated above) setforth in Transporter’s FERC Gas Tariff, Second Revised Volume No. 1, as may berevised from time to time.  Transportermay file and seek Commission approval under Section 4 of the Natural Gas Act(NGA) at any time and from time to time to change any rates, charges orprovisions set forth in the applicable Rate Schedule (as stated above) and the “GeneralTerms and Conditions” in Transporter’s FERC Gas Tariff, Second Revised VolumeNo. 1, and Transporter shall have the right to place such changes in effect inaccordance with the NGA, and this Agreement shall be deemed to include suchchanges and any such changes which become effective by operation of law andCommission Order, without prejudice to Shipper’s right to protest the same.

**13.****                               MISCELLANEOUS:**

 

Nowaiver by either party to this Agreement of any one or more defaults by theother in the  performance of thisAgreement shall operate or be construed as a waiver of any continuing or futuredefault(s), whether of a like or a different character.

Anycontroversy between the parties arising under this Agreement and not resolvedby the parties shall be determined in accordance with the laws of the State ofMichigan.

**14.****                               OTHERPROVISIONS:**

 

It isagreed that no personal liability whatsoever shall attach to, be imposed on orotherwise be incurred by any Partner, agent, management official or employee ofthe Transporter or any director, officer or employee of any of the foregoing,for any obligation of the Transporter arising under this Agreement or for anyclaim based on such obligation and that the sole recourse of Shipper under thisAgreement is limited to assets of the Transporter.

Upontermination of this Agreement, Shipper’s and Transporter’s obligations to eachother arising under this Agreement, prior to the date of termination, remain ineffect and are not being terminated by any provision of this Agreement.

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| **15.**    | ** ** | **NOTICES AND COMMUNICATIONS:**                                                                                                                                                              |             |                               |
|------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------|------------------------------------|
| ** ** | ** ** | ** **                                                                                                                                                                                   |             |                               |
|       |       | All notices and communications with respect to this  Agreement shall be in writing and sent to the addresses stated below or at  any other such address(es) as may be designated in writing: |
|       |       |                                                                                                                                                                                         |             |                               |
|       | ** ** | **ADMINISTRATIVE MATTERS**                                                                                                                                                                   |             |                               |
|       |       | Great Lakes Gas  Transmission Limited                                                                                                                                                        |             | TRANSCANADA PIPELINES LIMITED      |
|       |       | Partnership                                                                                                                                                                                  |             | 450 - 1st Street S.W.              |
|       |       | 5250 Corporate  Drive                                                                                                                                                                        |             | Calgary, AB T2P 5H1                |
|       |       | Troy, MI 48098                                                                                                                                                                               |             | Canada                             |
|       |       | Attn:  Transportation Services                                                                                                                                                               |             | Attn: Steve Pohlod                 |
|       |       |                                                                                                                                                                                         |             |                               |
|       | ** ** | ** **                                                                                                                                                                                   |             |                               |
|       |       | **PAYMENT  BY ELECTRONIC TRANSFER**                                                                                                                                                          |             |                               |
|       |       | Great Lakes Gas  Transmission Limited                                                                                                                                                        |             |                               |
|       |       | Partnership                                                                                                                                                                                  |             | TRANSCANADA PIPELINES LIMITED      |
|       |       | Bank One,  Detroit, MI ABA No. 072000326                                                                                                                                                     |             | Attn: Adrea Morrical               |
|       |       | Account No: 07308-43                                                                                                                                                                         |             |                               |
|       |       |                                                                                                                                                                                         |             |                               |
|       |       | ** **                                                                                                                                                                                   |             |                               |
|       |       | **AGREED  TO BY:**                                                                                                                                                                           |             |                               |
|       |       |                                                                                                                                                                                         |             |                               |
|       |       | **GREAT  LAKES GAS TRANSMISSION**                                                                                                                                                            |             |                               |
|       |       | **LIMITED  PARTNERSHIP**                                                                                                                                                                     |             | ** **                         |
|       |       | **By:  Great Lakes Gas Transmission Company**                                                                                                                                                |             | **TRANSCANADA  PIPELINES LIMITED** |
|       |       |                                                                                                                                                                                         |             |                               |
|       |       | Operator and  Agent for Great Lakes Gas                                                                                                                                                      |             |                               |
|       |       | Transmission  Limited Partnership                                                                                                                                                            |             |                               |
|       |       |                                                                                                                                                                                         |             |                               |
|       |       |                                                                                                                                                                                         |             |                               |
|       |       | By:                                                                                                                                                                                          | /s/ Martin Wilde |                               |   |   |
|       |       | Martin Wilde                                                                                                                                                                                 |             | By:                                | /s/ Max Feldman |   |
|       |       | Title: Director,  Marketing & Business                                                                                                                                                   |             |                               | Signature |   |
|       |       | Operations                                                                                                                                                                                   |             |                               |
|       |       |                                                                                                                                                                                         |             |                               | Max Feldman |   |
|       |       |                                                                                                                                                                                         |             |                               | Please Print |   |
|       |       |                                                                                                                                                                                         |             |                               |
|       |       |                                                                                                                                                                                         |             | Title:                             | Senior Vice  President Canadian Pipelines |   |
|       |       |                                                                                                                                                                                         |             |                               | Please Print |   |
|       |       |                                                                                                                                                                                         |             |                               |
|       |       |                                                                                                                                                                                         |             |                               |
|       |       |                                                                                                                                                                                         |             | By:                                | /s/ Russell K. Girling |   |
|       |       |                                                                                                                                                                                         |             | Signature                          |
|       |       |                                                                                                                                                                                         |             |                               |
|       |       |                                                                                                                                                                                         |             |                               |   |   |
|       |       |                                                                                                                                                                                         |             | Please Print                       |
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|       |       |                                                                                                                                                                                         |             | Title:                             |   |   |
|       |       |                                                                                                                                                                                         |             | Please Print                       |
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**APPENDIXAContract Identification FT4764**

Date:  November30, 2006

Supersedes AppendixDated: November 04, 2004

Shipper: TRANSCANADA PIPELINES LIMITED

Maximum Daily Quantity (Dth/Day)per Location:
| **Begin Date** | ** ** | **End Date** | ** ** | **Point(s) of Primary Receipt** | ** ** | **Point(s) of Primary Delivery** | ** ** | **MDQ** | ** ** | **(MAOP)** | ** ** |
|---------------------|------------|-------------------|------------|------------------------------------------------|------------|-------------------------------------------------|------------|---------|------------|------------|------------|
| 11/01/2005          |       | 10/31/2009        |       | EMERSON                                        |       |                                            |       | 180,000 |       | 974        |       |
|                |       |              |       |                                           |       |                                            |       |    |       |       |       |
| 11/01/2005          |       | 10/31/2009        |       |                                           |       | ST. CLAIR                                       |       | 180,000 |       | 974        |       |

 

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