**Exhibit 10.10**

OPERATINGAGREEMENT

ThisAgreement dated as of the 5thday of April, 1990, by and betweenGREAT LAKES GAS TRANSMISSION LIMITED PARTNERSHIP, a Delaware limitedpartnership (the “Partnership”),and GREAT LAKES GAS TRANSMISSION COMPANY, a Delaware corporation (“GLGTC” orthe “Operator”).

WITNESSETH:

WHEREAS,the Partnership was formed pursuant to a Limited Partnership Agreementeffective as of April 5, 1990 (“Partnership Agreement”); and the purpose of thePartnership is to acquire, expand and operate an inter-state natural gaspipeline, now beginning at a point on the international border near Emerson,Manitoba and passing through the states of Minnesota, Wisconsin, and Michiganto points on the international border near Sault Ste. Marie and St. Clair,Michigan, to transport natural gas on behalf of various Shippers;

WHEREAS,GLGTC has owned and operated the facilities for over twenty years and has theexperience and the staff required to efficiently carry on the operation of theFacilities after the transfer thereof to the Partnership;

WHEREAS,accordingly, pursuant to the Partnership Agreement, the Partnership hasdesignated GLGTC as

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Operatorof the Facilities in accordance with and pursuant to the terms of this Agreement; and

WHEREAS, Operator is willing and able to assume suchresponsibilities on the terms and conditions set forth below;

NOW THEREFORE, in consideration of the representations, covenants and premises hereinafter setforth, the Parties agree asfollows:

1.             Definitions.

As used in this Agreement, the definitions used in the Partnership Agreement shall, except as specificallyprovided herein, have thesame meanings in this Agreement. In addition, the following words and terms shall have themeanings set forth herein:

1.1.          AccountingProcedure. The accounting procedure set forth in Exhibit “A” hereto.

1.2.          Day. A period oftwenty-four (24) consecutive hours commencing at noon Eastern Standard Time.

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1.3.          Month. A periodof time beginning on the first Day of a calendar month and ending at the sametime on the first Day of the next succeeding calendar month.

1.4.          Year. Each twelve(12)-Month period beginning on the first Day of a calendar year and ending atthe beginning of the first Day of the next calendar year; provided that the firstyear hereunder shall begin on the formation date of the Partnership and shallend at the beginning of the first Day of the following calendar year; andfurther provided that the last contract year shall end at the termination ofthis Agreement as provided for in Section 9.1 of this Agreement.

1.5.          Party. Partnership orOperator, and “Parties” shall mean both Partnership and Operator.

1.6.          Partnership. The Great LakesGas Transmission Limited Partnership and any successor entities thereto.

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1.7.          Required Accounting Practice. The accounting rules and regulations, ifany, at the time prescribed by the regulatory body or bodies under thejurisdiction of which the Partnership is at the time operating and, to theextent of matters not covered bysuch rules and regulations, generallyaccepted accounting principles as practiced in the United States at the time prevailing for companies engaged in a business similar to that ofthe Partnership.

2.             Relationship of the Parties.

2.1.          Appointment asOperator. Upon and subject to the terms and conditions of this Agreement, thePartnership hereby appoints GLGTC as the Operator of the Facilities and GLGTChereby accepts such appointment and agrees to act pursuant to the provisionshereof.

2.2.          Operator’sAuthority to Execute Contracts. Subject to the direction and prior approval of theManagement Committee and subject to any procedures established by theManagement

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Committee,any contracts relating to Partnership business may be executed by the Operatoron behalf of the Partnership.

Copiesof all contracts entered into by the Operator which**affect thePartnership or the Facilities shall be provided to the Partnership.

3.             Operator’s Design,Construction, Operation, Maintenance, and Administration Responsibilities.

3.1.          Operator’sResponsibilities. Subject to the provisions of the Partnership Agreement, and pursuant tothe direction and supervision of the Management Committee, and subject to itsprior approval, the Operator shall have the general responsibility for thedesign, construction, operation, maintenance, and repair of the Facilities,including any Incremental Expansion, and the administration of the business ofthe Partnership, as set forth herein:

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3.1.1.       The Operator shall provide the labor,materials, supplies and supervision required for the operation and maintenanceof the Facilities and shall provide administrative, management, liaison, andrelated services to the Partnership, including but not limited to accounting,administrative, construction, engineering, marketing, planning, publicrelations, personnel, purchasing, legal, treasury, repair, replacement,operational planning, budgeting, technical services, insurance administration,tax services, and regulatory matters.

3.1.2.       The Operator shall prepare, file andprosecute applications for regulatory and governmental authority required bythe Partnership, and make on behalf of the Partnership periodic filings 

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required of the Partnership by governmental or regulatory agencies havingjurisdiction.

3.1.3.       The Operator shall prepare financing plansfor the Partnership (but not for the individual Partners) and negotiate forfinancing commitments, if any, to be entered into by the Partnership for thefinancing of the operation or construction of any Facilities.

3.1.4.       The Operator shallmaintain accurate accounting records inaccordance with the Required Accounting Practice for the design, planning,construction, operation and maintenance of the Facilities, together with anyinformation requested by the Partnership relating to such records.

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3.1.5.       The Operator shall prepare proposed budgetsand schedules for the review and approval of the Partnership pursuant toSection 5.2 of this Agreement.

3.1.6.       The Operator shall preparefinancial statements as required and when directed by the Management Committee.

3.1.7.       The Operator shall causeany proposed incremental Expansion to be designed and constructed in accordancewith the requirements of all federal, state, or other governmental agencieshaving jurisdiction, including but not limited to the requirements of theUnited States Department of Transportation set forth in 49 CFR Part 192, and in accordancewith sound and prudent natural gas pipeline industry practices and provide or

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causeto be provided such appropriate supervisory, audit, administrative, technicaland other services as may be required.

3.1.8.       The Operator shall assist the Partnership inthe preparation of tax returns required of the Partnership and pay such taxesas are required and approved to be paid by the Partnership.

3.1.9.       The Operator shall maintain custody of funds,notes, drafts, acceptances, commercial paper and other securities belonging tothe Partnership; keep funds belonging to the Partnership on deposit in one ormore banking institutions selected by the Management Committee; and disbursesuch funds; provided that the Partnership’s funds shall not be commingled withfunds belonging to the Operator.

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3.1.10.     The Operator shall negotiate serviceagreements with counsel, Certified Public Accountants, and financial and otherconsultants.

3.1.11.     The Operator shall supervise, negotiate andadminister contracts and the Partnership’s service agreements and tariffs,including, but not limited to, preparation and collection of all bills forservices rendered thereunder and payment of all bills for services received.

3.1.12.     The Operator shall make reports to andconsult with the Management Committee regarding all duties, responsibilitiesand actions of the Operator under this Agreement in the form and at the timesrequested by the Management Committee.

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3.1.13.     The Operator shall prepare and negotiate inthe name of and on behalf of the Partnership rights-of-way, land in fee,permits and contracts necessary for planning, construction, operation andmaintenance of the Facilities; resist the perfection of any involuntary liensagainst Partnership property and, to the extent permitted by law, holdPartnership property free of all involuntary liens.

3.1.14.     The Operator shall make reports to . thePartnership of all non-routine occurrences that the Operator determines mayhave a significant adverse impact upon the operation of the Facilities.

3.1.15.     The Operator shall promptly make any and allrepairs of a non-routine nature to the Facilities

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as may be required, provided that repairs requiringunbudgeted expenditures in excess of $500,000 shall not be made without theprior approval of the Management Committee except in emergencies, in which casethe Operator shall promptly take all required remedial action and shall notifythe Partnership as soon as practicable of the nature of the emergency and theactions taken**and to betaken.

3.1.16.     Except as otherwise provided by applicablegovernmental regulations, or as directed by the Management Committee, theOperator shall retain all charts, records, books of account, Partnership TaxReturns, plans, designs, studies and reports and other documents related to thedesign, construction, operation and maintenance of the Facilities for a periodof a

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leastthree (3) years from the date of completion of the activity to which suchrecords relate.

3.1.17.     The Operator shall perform such other dutiesas are requested by the Management Committee or as are necessary or appropriateto discharge the Operator’s responsibilities under this Agreement.

3.2.          Operator’s Right ToRequest Instructions From Management Committee. The Operator mayat any time, if it reasonably deems it to be necessary or appropriate, requestinstructions from the Management Committee with respect to any matter contemplatedby this Agreement and may defer action thereon pending the receipt of suchinstructions. The Operator shall be fully protected in acting in accordancewith the instructions of the Management Committee or in omitting to act pendingthe receipt of such instructions, and shall have no liability for any act in

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goodfaith in compliance therewith, or for its good faith failure to act pendingreceipt thereof.

4.             Employees,Consultants and Subcontractors.

4.1.          Operator’sEmployees, Consultants and Sub-contractors.

TheOperator shall employ or retain and have supervision over the Persons(including consultants and professional service or other organizations)required by the Operator to perform its duties and responsibilities hereunderin an efficient and economically prudent manner. The Operator shall pay allreasonable expenses in connection therewith, including compensation, salaries,wages, overhead, administrative expense, and fees incurred by Operator and itsAffiliates, and, if applicable, social security taxes, workers’ compensationinsurance, retirement and insurance benefits and other such expenses. Thecompensation to be paid to and other employee benefits (including withoutlimitation retirement plans, life,

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health, accident and otherinsurance coverages andinsurance programs) provided to the Operator’s employees shall be determined bythe Operator. All necessary or appropriate expenses incurred by the Operatorpursuant to this Section shall bereimbursed to the Operator by the Partnership as provided in theAccounting Procedure.

4.2.          Affiliates of Operator or Partners. The Operatorshall be authorized to utilize, as it deems necessary, the services ofits corporate Affiliates, provided that such services are utilized undercontracts on terms materially no less favorable to the Partnership than thoseprevailing at the time for comparable services of unaffiliated independentparties.

4.3.          Standard forOperator and its Employees. The Operator shall perform its services and carryout its responsibilities hereunder and shall require all of its employees andcontractors, subcontractors, and materialmen

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furnishing labor, material or services for the construction, operation andmaintenance of the Facilities to carry out their responsibilities, in accordancewith sound, workmanlike and prudent practices of the gas pipeline industry and in compliance with all material laws, statutes, ordinances,safety codes, regulations and rulesof governmental authoritieshaving jurisdiction.

4.4.          Equal EmploymentOpportunity. The Operator will notdiscriminate against any employee orapplicant for employment because of race, color,religion, sex or national originor because he or she is a disabled veteran or veteran of the Vietnam era or because ofphysical or mental handicaps in regard to any position for which he or she isqualified and will comply with the provisions of 41 CFR §60-1.4(a)(l)-(7), 41CFR §60-250.4(a)-(m) and 41 CFR §60-741.4(a)-(f), all of which are incorporatedherein by reference.

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5.             Financial and Accounting.

5.1.          Accounting andCompensation.

5.1.1.       The Operator shall keep a full andcomplete account of all costs, expenses and expenditures incurred by it inconnection with its obligations and performance hereunder in the manner setforth in the Accounting Procedure.

5.1.2.       The Operator shall be reimbursed by thePartnership for all necessary or appropriate costs, expenses and expenditurespaid by it pursuant to this Agreement and in connection with its duties andobligations hereunder in the manner set forth in the Accounting Procedure.

5.2.          Budgets. Each December, theOperator shall submit for approval of the Management Committee operating andcapital budgets which the Operator anticipates for the ensuing

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Year, including suchsupporting documentation and data asthe Management Committee mayrequire. Except as the Management Committee may otherwise direct, the budgetsapproved by the Partnership and then in effect shall constitute authorizationof the Operator to incur the expenditurescontained in any such budget andto incur expenditures ofup to one million dollars inexcess of the amount set forth in any suchbudget. The Operator shall inform the ManagementCommittee of any factsthat the Operator believes may increaseany such budget in excess of one million dollars.

5.3.          Disputed Charges. ThePartnership may, within the timeprovided in the AccountingProcedure, take written exception toany bill or statement rendered by the Operator for any expenditure or any partthereof, on the ground that the same was not a reasonable, authorized, andproper cost incurred by the Operator in connection with the design, construction*,*operation,maintenance, or administration of the Facilities or its

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other duties and responsibilities as Operatorhereunder. The Partnership shall nevertheless pay in full when due the amountof all statements submitted by the Operator. Such payment shall not be deemed a waiver of the right of thePartnership to recoup anycontested portion of any bill or statement. However, if the amount as to which such written exception is takenor any part thereof isultimately determined not to be a reasonable, authorized, and properexpense incurred by the Operatorhereunder, such amount or portion thereof (as the case maybe) shall be refunded by theOperator to the Partnership together with interest thereon ata rate (which in no event shallbe higher than the maximum rate permitted by applicable law)equal to the rate designated by Citibank, N.A. from time to time as its primerate during the period from the date of payment by the Partnership to the dateof refund by the Operator.

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5.4.          Audit andExamination. Any Partner(s), the Partnership or their designatedrepresentatives (including in the case of the Partnership representatives fromeach Partner), after fifteen (15) Days’ notice in writing to the Operator,shall have the right during normal business hours to audit or examine, at theexpense of the Person (Partner(s) or Partnership) conducting the audit orexamination, all books and records of the Operator as well as the relevantbooks of account of the Operator’s contractors relating to the design,construction, operation, maintenance, and repair of the Facilities and theadministrative services provided under this Agreement; provided, however, thatthe total number of full audits commenced in any Year shall not exceed one.Such right shall include the right to meet with the Operator’s internal andindependent auditors to discuss matters relevant to the audit or examination.The Partnership shall have two (2) Years after the close of a Year in which tomake an audit of the Operator’s records

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for such Year;provided, however, that any audits relating to construction costs may bemade up to twenty-four (24) Months after the date of completion. Absent fraudor intentional concealment or misrepresentationby the Operator or its employees, and except for anyadjustments which may arise from FERC compliance audits, the Operator shallneither be required nor permitted to adjust any item unless aclaim therefor is presented or adjustment is initiated within two (2) Years after the close of the Year in which the statement thereforis rendered, and in the absence of such timely claims or adjustments, the bills and statements renderedshall be conclusively established as correct; provided, however, this shallnot prevent adjustment resultingfrom physical inventory of the Facilities and other Partnership property oraudit adjustments relating to construction costs incurred as set forth in thisSection 5.4.

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6.             Agent.

6.1.          Agent. In performing services pursuant to this Agreement, the Operator shallbe an agent of the Partnership.

7.             Intellectual Property and Confidentiality.

7.1.          Inventions and Copyrights. Any: (i) inventions, whether patentable or not, developed or invented, or (ii) copyrightablematerial developed by the Operator or its employees while engaged exclusivelyin the performance of servicesunder this Agreement shall,unless otherwise directed, be assigned to the Partnership, which shall have the exclusive right to the exploitation thereof.

7.2.          Confidentiality. Because theinformation and knowledge gained during the performance of services under thisAgreement may consist of valuable proprietary information, the misuse ordisclosure of which could cause substantial damage to the Partnership, any andall information obtained by the Operator in performance of its obligationsunder this

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Agreementshall be held in strict confidence by the Operator, its employees or agentsexcept as needed to comply with the purposes of this Agreement. Whereappropriate, any contracts entered into by the Operator related to itsobligations under this Agreement shall contain a provision which similarlyrestricts the use and disclosure of such information.

8.             Indemnification,Litigation, Insurance andLiability.

8.1.          Partnership’sIndemnity.

8.1.1.       The Partnership shall indemnify and saveharmless the Operator and its directors, officers, agents and employees againstall litigation, actions, claims, demands, debts and liabilities, and any costsincluding without limitation reasonable legal fees and expenses incurred inconnection therewith, (to the extent only that such litigation, actions,claims, demands, debts and liabilities are

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not satisfied by insurance carried pursuant to Section8.2.1 below) arising out of the acts (or failure to act) of the Operator, itsdirectors, officers, agents and employeesin good faith and reasonably believedby the Operator, its directors, officers, agents and employees to bewithin the scope of the Operator’s authority under this Agreement, including actions, claims, demands, costs andliabilities resulting from the negligence (but not the gross negligence orwillful misconduct) of the Operator, itsdirectors, officers, agents and employees, and the Operator, itsdirectors, officers, agents, and employees shall not be liable for anyobligations, liabilities, or commitments incurred by**or onbehalf**of the Partnership as a result of any such acts (orfailure to act).

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8.1.2.       Any and all claims, **damages**or causes of action against thePartnership in favor of anyone other than the Operator arising out of thedesign, construction, operation, maintenance,and repair of theFacilities and the administrative servicesprovided under this Agreement thatare not covered by insurance asper Section 8.2 of this Agreement shall be settled orlitigated and defended by the operator in accordance with its best judgment and discretion when (i) the amount involved is less than a ceilingamount to be established by the Management Committee; (ii) no injunctive or similar relief is sought; and (iii) no criminal sanction is sought; otherwise, such decision shall be made by the Management Committee, and anysettlement or defense

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thereof shall be controlledby the Management Committee.

8.2.          Insurance.

8.2.1.       The operator shall carry and maintain, as approved by the Management Committee, insurance whichit reasonably deems adequate to protectthe Operator, its directors, officers, agents and employees against all actions,claims, demands, costs and liabilities arising out of the negligence ofthe operator, its directors, officers, agentsand employees in connection with the duties and responsibilities of theoperator hereunder. The Operator shall, subject to the approval of theManagement Committee, carry and maintain such other insurance for the benefitof the Partnership and the Operator and require contractors, subcontractors orconsultants to carry and

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to maintain insurance, as directed by the management Committee, (i) to protectthe Partnership and the Operator and (ii) to satisfy any other requirement of the law.

8.2.2.       Insurance maintained by the Operator pursuant to Section 8.2.1 of this Agreement shall be a reimbursable costpursuant to Section 5 of this Agreement.

8.2.3.       The Operator may carry and maintain suchother insurance for its own account as it may deem necessary.

8.2.4.       With respect to claims and losses for damage,injury or destruction of property that is a part of the Facilities, whichproperty is covered by insurance other than insurance provided for in Section8.2.1 of this Agreement, it is

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agreed that neither the Operator nor the Partnershipor any of its Partners shall have any rights of recovery against one another,nor against Affiliates of either, nor the insurers of any of them, and theirrights of recovery are mutually waived. All such policies of insurancepurchased to cover the Facilities or any part thereof, or the operation (in anyrespect) of the Facilities or any part thereof, or any gas transported orhandled therein, shall be endorsed properly to effectuate this waiver ofrecovery; provided, however, that if the Partnership, any of the Partners, orthe Operator is unable, despite its best efforts, to obtain such anendorsement, then the other Parties may waive or appropriately modify thisrequirement.

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8.3.          LimitationofLiability. Any claim of the Operator against thePartnership which may arise hereunder shall be made only against the assets ofthe Partnership, and all rightsto proceed against the Partners and the assetsof the Partners, other than their interests in the Partnership, as a result of any such claim or any obligation arising therefrom, are hereby expressly waived. Theoperator shall endeavor to includea similar provision in all contracts entered intoby the Operator pursuant to thisAgreement.

9.             Term.

9.1.          Term. This Agreementshall be effective as of April _,1990 and shall continue until thePartnership is dissolved in accordance with the Partnership Agreement; providedthat this Agreement may be terminated by the Management Committee by giving24-month’s prior written notice to the Operator.

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10.           AccountingandTaxes.

10.1.        ConsistentwiththePartnershipAgreement. The accounting and tax serviceprovided by the Operator shall be consistent with the applicable provisions ofthe Partnership Agreement. Matters of tax policy for the Partnership shall bethe responsibility of, and ultimately determined by, the Management Committeein accordance with the Partnership Agreement.

11.           LawoftheContract.

11.1.        LawoftheContract. ThisAgreement shall be construed and interpreted under the laws of the State ofDelaware, without regard to the principles of conflicts of laws.

12.           ForceMajeure.

12.1.        EffectofForceMajeure. In the event that either the Partnership or the operator isrendered unable, by reason of an event of force majeure, as defined herein, toperform, wholly or in part, any obligation or commitment set forth in thisAgreement, then

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upon such Party’s giving notice and full particularsof such event as soon as practicable after the occurrence thereof, theobligations of both Parties, except for unpaid financial obligations arisingprior to such event of force majeure, shall be suspended to the extent and forthe period of such force majeure condition.

12.2.        NatureofForceMajeure. Theterm “force majeure” as employed in this Agreement shall mean acts of God,strikes, lockouts or industrial disputes or disturbances, civil disturbances,arrests and restraint of people, interruptions by government or court orders,present and future valid orders, decisions or rulings of any government orregulatory entity having proper jurisdiction, acts of the public enemy, wars,riots, blockades, insurrections, inability to secure labor or inability tosecure materials, including**inability to securematerials by reason of allocations promulgated by authorized governmentalagencies, epidemics,

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landslides, lightning, earthquakes, fire, storms, floods, washouts, inclement weatherwhich necessitates extraordinary measures and expense to construct facilities and/or maintain operations,explosions, breakage or accident to machineryor lines of pipe, freezing of pipelines,inability to obtain or delays in obtaining easements or rights-of-way,the making of repairs or alterations to pipelines or plants, or any other cause, whether of the kindherein enumerated or otherwise,not reasonably within thecontrol of the Party claiming force majeure.

12.3.        ResumptionofNormalPerformance.Should there be an event of force majeure affecting performance hereunder, theParties shall cooperate to take all reasonable steps to remedy such event withall reasonable dispatch to insure resumption of normal performance.

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12.4.        StrikesandLockouts. Settlement of strikes andlockouts shall be entirely within the discretion of the party affected, and therequirement in Section 12.3 of this Agreement that any event of force majeureshall be remedied with all reasonable dispatchshall not require the settlement of strikes or lockouts by acceding to thedemands of the parties directly or indirectly involved in such strikes or lockouts when such course is inadvisable in thediscretion of the Party having suchdifficulty.

13.**General.**

13.1.        EffectofAgreement. This Agreementreflects the whole and entire agreement among the Parties with respect to thesubject matter hereof and supersedes all prior agreements and understandings,oral and written, among the Parties with respect to the subject matter hereof.This Agreement can be amended, restated or supplemented only by the writtenagreement of the Operator and the Partnership.

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13.2.        Notices. Any noticeor other communication required or permitted under this Agreement shall be inwriting and shall be deemed to have been duly given upon hand delivery or onthe first business day following delivery to a nationally recognized United States or Canadian overnight courierservice, fee prepaid, return receipt or other confirmation of deliveryrequested, or on the third businessday following delivery tothe United States or Canadian PostalService as certified or registeredmail, return receipt requested, postageprepaid, if addressed to the Partnership and the Operator as set forthbelow, or when telecopied or sent by facsimile transmission to the numbersdesignated in writing by the Partnership and the Operator to be followed withinthree (3) business days by delivery of such communications:

13.2.1.     If to the Operator, to: Secretary, GreatLakes Gas Transmission Company, 2100 Buhl Building,

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Detroit,Michigan 48226, or such other person and/or address as may be designated fromtime to time by written notice to the Partnership.

13.2.2.     If to the Partnership, to each of thePartners as set forth in the Partnership Agreement or to such other Personand/or address as may be designated from time to time by any Partner by writtennotice to the Operator. Any Partner may request that additional copies ofnotices be given to an Affiliate of such Partner at such address as isdesignated by such Partner by written notice to the Operator; provided,however, that any failure to give such notice shall not affect the validity ofany notice given to any Partner or the Partnership in accordance with thisSection 13.2. The Operator agrees

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togive such notice to any such Affiliate.

13.3.        Counterparts. This Agreement maybe executed in counterparts, each of which shall be deemed an original, but allof which together shall constitute one and the same instrument.

13.4.        Headings. The headings contained in this Agreement arefor reference purposes only and shall not affect the meaning or interpretationof this Agreement.

13.5.        Waiver.No waiver by any Party of any default by any other Party in the performance ofany provision, condition or requirement herein shall be deemed to be a waiverof, or in any manner**release the otherParty from, performance of any other provision, condition or requirementherein, nor shall such waiver be deemed to be a waiver of, or in any manner arelease of, the other Party from future performance of the same provision, 

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conditionor requirement. Any delay or omission of any Party to exercise any righthereunder shall not impair the exercise of any such right, or any like right,accruing to it thereafter. No waiver of a right created by this Agreement byone Party shall constitute a waiver of such right by the other Party except asmay otherwise be required by law with respect to Persons not parties hereto.The failure of one Party to perform its obligations hereunder shall not releasethe other Party from the performance of such obligations.

13.6.        Assignability. This Agreementshall not be assigned by either the Partnership or the operator, without thewritten consent of the other, which consent shall not be unreasonably withheldby either Party. Any assignment hereunder shall be effective on the first Dayof the *month*following the month during which the assignment iscompleted. This Agreement and all of the obligations and rights hereinestablished shall extend

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to and be binding upon andshall inure to the benefit of the respective successors and assigns of therespective Parties hereto.

13.7.        ReferencestoMoney. Allreferences in this Agreement to, and transactionshereunder in, money shall be to or in Dollars of the United States of America.

13.8.        Severability. Should anyprovision of this Agreement be deemed in contradiction with the lawsof any jurisdiction in which it is to beperformed or unenforceable forany reason, such provision shall bedeemed null and void, but this Agreementshall remain in force in allother respects. Should any provision of this Agreement be or become ineffectivebecause of changes in applicable laws or interpretations thereof or should thisAgreement fail to include a provision that is required as a matter of law, thevalidity of the other provisions of this Agreement shall not be affectedthereby. If such circumstances arise, the Parties hereto

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shallnegotiate in good faith appropriate modifications to this Agreement to reflectthose changes that are required by law.

13.9.        ThirdPersons. Except as contemplatedherein, nothing herein expressed or implied is intended or shall be construedto confer upon or to give any Person not a Party hereto any rights or remediesunder or by reason of this Agreement.

13.10.      LawsandRegulatoryBodies.This Agreement and the obligations of the Parties hereunder are subject to allapplicable laws, rules, orders and regulations of governmental authoritieshaving jurisdiction and, in the event of conflict, such laws, rules, orders andregulations of governmental authorities having jurisdiction shall control.

13.11.      RemediesCumulative. Remedies provided underthe provisions of this Agreement shall be cumulative and shall be in additionto the remedies provided by law or in equity.

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13.12.      ApprovalofPartnership.Unless otherwise specified, when the approval or other action of thePartnership is required under this Agreementsuch requirement shall be deemed to require approval of the Management Committee.

13.13.      Operator’sOffice. Operator may select the location ofits office or offices to perform its obligations hereunder.

13.14.      SectionNumbers. Unless otherwise indicated,references to Section numbers are to Sections of this Agreement.

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IN WITNESS WHEREOF, theParties have caused this Agreement to be executed by their duly authorizedrepresentatives as of this 5th day of April, 1990.
|   | OPERATOR                                                                                 |
|--------|------------------------------------------------------------------------------------------|
|   | GREAT LAKES GAS  TRANSMISSION COMPANY                                                    |
|   |                                                                                     |
|   | /s/ John K.  Archambault                                                                 |   |
|   | By: John K.  Archambault.- its president                                            |
|   |           and  Chief Executive Officer |
|   |                                                                                     |
|   |                                                                                     |
|   | GREAT LAKES GAS TRANSMISSION  LIMITED PARTNERSHIP                                        |
|   |                                                                                     |
|   | TRANSCANADA GL,  INC.,   GENERAL PARTNER                                                 |
|   |                                                                                     |
|   | By:                                                                                      | /s/ Mitchell T. G.  Graye |   |
|   |                                                                                     |
|   | Its:                                                                                     | Vice President |   |
|        |                                                                                          |  |  |  |

 

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EXHIBIT ATOOPERATING AGREEMENTACCOUNTING PROCEDURE

ARTICLE I

General Provisions

1.01 Statements and Billings. The Operator shall bill thePartnership on the first day of each month or as soon as possible thereafterfor the estimated costs and expenses for the month and any adjustment which maybe necessary to correct prior estimated billings to actual. Such bills will besummarized by appropriate classifications indicative of the nature thereof.

1.02 Payment by Partnership. ThePartnership shall pay all bills presented as provided in the OperatingAgreement on or before the 15th day after the billing date. If payment isnot made within such time, the unpaidbalance shall bear interest until paid at a rate (which in no event shall be higher than the maximum rateor rates permitted by applicable law) equal to the rate designated by Citibank,N.A. from time to time as its prime rate; provided, however, that if employeesof the Operator are responsible for writing the

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Partnership’s checks and thePartnership has sufficient funds to make payment, no interest charge shall be imposed for late payment.Payment by or on behalf of the Partnership shall not be deemed a waiver of theright to recoup any amount in question.

1.03 Adjustments. Payment of any bills shall not prejudice theright of the Partnership to protest or question the correctness thereof;provided, however, that, absent fraud or intentional concealment ormisrepresentation by the Operator or its employees, all bills and statements rendered to the Partnership bythe operator during any calendar year shallconclusively be presumed to betrue and correct after 24 months following the end of any such calendar year, unless prior to the end of said 24-month period the Partnershiptakes written exception thereto and makes claim on the Operator for adjustment;provided, however, this shall not prevent adjustment resulting from FERC Compliance Audits or the physical inventory of the Facilities and other Partnership property, andany adjustments relating to construction costs may be made up to 24 monthsafter the date of completion. No adjustment favorable to the

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Operatorshall be made unless it is made within the same prescribed period.

1.04 Financial Records. The Operator shall maintain accuratebooks and records in accordance with the Required Accounting Practice coveringall of the Operator’s actions under this Operating Agreement.

ARTICLE II

Capital Items

Except for items included in a previously approved budget, prior to theacquisition of any property, real or personal, costing more than a ceilingamount to be established by theManagement Committee in the nameor on behalf of the Partnership which under the accounting rules and regulations, if any, at the time prescribed by the regulatory body or bodies under the jurisdictionof which the Partnership is at the time operating, might be capitalized, the operator shall prepare and submit tothe Partnership a forecast of the cost of all such property. Upon approval ofsuch forecast by the Partnership (including approval of the proposed purchase),the Operator shall have authority to purchase such property in the Partnership’sname without further approval or action by the Partnership. To the extent theOperator owns property necessary or desirable

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forthe operation and maintenance of the Facilities that: (i) under the accountingrules and regulations, if any, prescribed by the regulatory body or bodiesunder the jurisdiction of which the Partnership is at the time operating, mightbe capitalized, (ii) the Operator in its sole discretion is willing to transferfor consideration to the Partnership,and (iii) can be transferred bythe Operator to the Partnership freeand clear of all prior liens andencumbrances, the Operator, if approved by the management Committee, may sotransfer such property to the Partnership and charge the Partnership the netbook value thereof as reflected on the books of the Operator on the date oftransfer.

ARTICLE III

Costs, Expenses and Expenditures

Subject to the limitations hereinafter prescribedand the provisions of the Operating Agreement to which this AccountingProcedure is an exhibit, the Operator shall charge the Partnership for allnecessary or appropriate costs and expenses incurred by the Operator inconnection with the planning, design, construction, engineering, operation,maintenance, or repair of the Facilities, including any Incremental Expansion,and the administration of the services

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provided for under theOperating Agreement, (hereinafter collectively referred to as “Operation of theFacilities”), including but not limited to the following items:

3.01 Rentals. All rentals paid by the Operator.

3.02 Labor, Administrative and General Costs.

(a)             Salaries and wagesof employees of the operator directly engaged in connection with the Operation of the Facilities; amounts paidas salaries and wages of others temporarily employed in connection with the operation of the Facilities; andsalaries and wages of the Operator’s personnel who render services with respectto the Operation of the Facilities including, but not limited to, accounting, administrative, construction, engineering, marketing, planning, publicrelations, personnel, purchasing, legal, treasury, repair, replacement,operational planning, budgeting, technical services, insurance administration,tax services and regulatory matters. Such salaries and wages shall be loaded toinclude the Operator’s actual cost of holiday, vacation, sickness and juryservice benefits and other customary allowances for time not worked paid topersons

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whosesalaries and wages are chargeable under this subsection 3.02(a).

(b)             Expendituresor contributions made pursuantto assessments imposed by governmentalauthority which are applicableto salaries, wages and costs chargeable under Subsection 3.02(a) above,including but not limited to FICA taxes and federal and state unemploymenttaxes.

(c)             Expendituresmade by the Operator for the cost of plans for employers, group life insurance, hospitalization,disability, pension, retirement, savings and any other benefit plans, which areapplicable to the personnel whose salaries and wages are chargeable undersubsection 3.02(a) above.

3.03 Reimbursable Expenses of Employees.Reasonable personal expenses of employees whose salaries and wages are chargeableunder Section 3.02(a) hereof. As used herein, the term “personal expenses”shall mean the usual out-of-pocket expenditures incurred by employees in theperformance of their duties and for which such employees are reimbursed. TheOperator shall maintain documentation for such expenses in accordance with thestandards of the Internal Revenue Service.

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3.04 Material, Equipment and Supplies. It is contemplated thatall material, equipment and supplies will be owned by the Partnership andpurchased or furnished for its account. So far as is reasonably practical andconsistent with efficient and economical operation, only such material shall beobtained for the Facilities as may berequired for immediate use,and the accumulation of surplusstock shall be avoided. To the extent reasonablypossible, the Operator shall take advantage of discounts available by early payments and pass suchbenefits on to the Partnership. Material, equipment and suppliesfurnished by the Operator, ifany, shall be priced at cost plus the operator’s actual carrying costs as approved by the Management Committee in its mostrecent budget.

3.05 Transportation. Transportation ofemployees, equipment and material and supplies necessary for the operation ofthe Facilities. It is anticipated that transportation equipment used by theOperator will be owned by the Partnership; provided, however, any automobiles,airplanes and trucks owned or obtained by the Operator from the Operator’sAffiliates or through contracts with others and approved for use for theoperation of the Facilities will be billed to the

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Partnershipat reasonable rates based on the Operator’s actual costs.

3.06 Services.

(a)             The cost ofcontract services and utilities procured from outside sources.

(b)             Use and servicesof vehicles, equipment and facilities furnished by the Operator as provided inSection 3.05 hereof.

3.07 Legal Expenses and Claims. All costs and expenses of handling, investigatingand settling litigation or claims arising by reason of the Operation of theFacilities or necessary toprotect or recover any Facilities’property, including, but not limited to, attorney’s fees, court costs, costs of investigation or procuring evidence and any judgments paidor amounts paid in settlement orsatisfaction of any such litigation or claims. The Operator shall credit thePartnership for judgments receivedor amounts received insettlement of litigation, with respectto any claim asserted on behalf of the Partnership*.*

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3.08 Taxes. All taxes (except those measured by income) of everykind and nature assessed or levied upon or incurred in connection with theOperation of the Facilities or on the Facilities or other property of thePartnership and which taxes have been paid by the operator for the benefit ofthe Partnership, including charges for latepayment arising from extensions ofthe time for filing which is caused by the Partnership, or which results fromthe operator’s good faith efforts to contest the amount or application of any tax.

3.09 Insurance. Net of any returns, refunds, or dividends, all premiums paid and expensesincurred for insurance required to be carried under the operatingAgreement for the benefit of the Operatorand/or Partnership.

3.10 Permits, Licenses andBond. Cost of permits,licenses and bond premiums necessary in the performance of the Operator’sduties.

3.11 Filing Fees. All regulatory filing fees(if any) paid by the Operator related to application(s) for authority toconstruct and operate the Facilities, including any Incremental Expansions.

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