**Exhibit10.2**

**TRANSPORTATION SERVICE AGREEMENT**

**Contract Identification FT4761**

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.****                                      CONTRACTDATE:** November 04, 2004

**2.****                                      CONTRACTIDENTIFICATION:** FT4761

**3.****                                      RATESCHEDULE:**FT

**4.****                                      SHIPPERTYPE:** Other

**5.****                                      STATE/PROVINCEOF INCORPORATION:** Canada

**6.****                                      TERM:**November 01, 2005 to October 31, 2010

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.****                                      EFFECTON PREVIOUS CONTRACTS:**

ThisAgreement supersedes, cancels and terminates, as of the effective date statedabove, the following contract(s):  N/A

**8.****                                      MAXIMUMDAILY QUANTITY (Dth/Day):**361,000

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.

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 $9.520.

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

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

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**ContractIdentification FT4761**

**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:**

No waiverby either party to this Agreement of any one or more defaults by the other inthe  performance of this Agreement shalloperate or be construed as a waiver of any continuing or future default(s),whether of a like or a different character.

Any controversybetween the parties arising under this Agreement and not resolved by theparties 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.

Notwithstandingthe provisions of Number 8 hereof, Shipper may request transportation ofquantities of gas in excess of the MDQ, and Transporter agrees to receive,transport, and redeliver Equivalent Quantities of gas to Shipper, or for theaccount of Shipper, in accordance with Section 11 of the General Terms andConditions, or succeeding effective provisions, of Transporter’s FERC GasTariff, Second Revised Volume No. 1, up to an aggregate excess quantity of133,333 Dth per day or such other aggregate excess quantity authorized byCommission orders.  All deliveries inexcess of Shipper’s MDQ shall be deemed to be advance deliveries or postdeliveries, as the case may be, of contract quantities, rather than excessquantities and shall be billed at the applicable Utilization Fee under RateSchedule FT.  If for the twelve months ofany Contract Year ended October 31,  thetotal quantities delivered are in excess of the contract quantity multiplied bythe number of days, exclusive of *forcemajeure* days, in said Contract Year, then Transporter will billShipper the Rate Schedule FT Overrun Charge (reduced by the Utilization Fee)times the excess quantities of gas delivered, such amount to be billed at theend of each Contract Year.  Theprovisions of this section are not intended to modify the provisions of Section4.1(a)(2), or succeeding effective provisions, of Rate Schedule FT with respectto periods of force majeure on Great Lakes’ system, and the sum of thequantities delivered during such periods shall be excluded from allcalculations provided herein.

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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: Ches Maciorowski            |
|       |       |                                                                                                                                                                                         |                                |                              |
|       | ** ** | **PAYMENT  BY ELECTRONIC TRANSFER**                                                                                                                                                          |                                | TRANSCANADA PIPELINES LIMITED     |
|       |       | Great Lakes Gas  Transmission Limited                                                                                                                                                        |                                | Attn: Adrea Morrical              |
|       |       | Partnership                                                                                                                                                                                  |                                |                              |
|       |       | Bank One,  Detroit, MI ABA No. 072000326                                                                                                                                                     |                                |                              |
|       |       | 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/ Craig Frew |   |
|       |       | Title:                                                                                                                                                                                       | Director,  Marketing & Business |                              | Signature |
|       |       | Operations                                                                                                                                                                                   |                                |                              |
|       |       |                                                                                                                                                                                         |                                |                              | Craig Frew |   |
|       |       |                                                                                                                                                                                         |                                | Please Print                      |
|       |       |                                                                                                                                                                                         |                                |                              |
|       |       |                                                                                                                                                                                         |                                | Title:                            | Vice President  Gas Transmission East TransCanada |   |
|       |       |                                                                                                                                                                                         |                                | Please Print                      |
|       |       |                                                                                                                                                                                         |                                |                              |
|       |       |                                                                                                                                                                                         |                                |                              |
|       |       |                                                                                                                                                                                         |                                | By:                               | /s/ Rhonda E. S. Grant |   |
|       |       |                                                                                                                                                                                         |                                | Signature                         |
|       |       |                                                                                                                                                                                         |                                |                              |
|       |       |                                                                                                                                                                                         |                                |                              | Rhonda E. S. Grant |   |
|       |       |                                                                                                                                                                                         |                                | Please Print                      |
|       |       |                                                                                                                                                                                         |                                |                              |
|       |       |                                                                                                                                                                                         |                                | Title:                            | Vice-President,  Communications and Corporate Secretary |   |
|       |       |                                                                                                                                                                                         |                                | Please Print                      |
|            |            |                                                                                                                                                                                              |                                     |                                   |  |  |  |  |  |  |

 

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**APPENDIXAContract Identification FT4761**

Date:  November04, 2004

Supersedes AppendixDated: Not Applicable

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          |       | 10/31/2010        |       | EMERSON                                        |       |                                            |       | 361,000 |       | 974        |       |
| 11/01/2005          |       | 10/31/2010        |       | SOUTH  CHESTER                                 |       |                                            |       | 37,988  |       | 974        |       |
| 11/01/2005          |       | 10/31/2010        |       | DEWARD                                         |       |                                            |       | 37,988  |       | 974        |       |
| 11/01/2005          |       | 10/31/2010        |       | FARWELL                                        |       |                                            |       | 37,988  |       | 974        |       |
| 11/01/2005          |       | 10/31/2010        |       | CAPAC                                          |       |                                            |       | 37,988  |       | 974        |       |
| 11/01/2005          |       | 10/31/2010        |       | MUTTONVILLE-ANR                                |       |                                            |       | 37,988  |       | 974        |       |
| 11/01/2005          |       | 10/31/2010        |       | BELLE  RIVER MILLS                             |       |                                            |       | 37,988  |       | 974        |       |
|                |       |              |       |                                           |       |                                            |       |    |       |       |       |
| 11/01/2005          |       | 10/31/2010        |       |                                           |       | FARWELL                                         |       | 29,377  |       | 974        |       |
| 11/01/2005          |       | 10/31/2010        |       |                                           |       | ST. CLAIR                                       |       | 361,000 |       | 974        |       |

 

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