GENERAL TERMS AND CONDITIONS
                                 (Continued)
   
   
                        portion of the firm capacity under its existing
                        Agreement by agreeing to match any offer made by
                        others for such capacity or portion thereof by
                        offering a rate and term of Agreement that
                        produces an equivalent or greater economic value
                        for such capacity as defined in Section 10.1(a),
                        above, provided that Seller shall not be obligated
                        to enter into an extension of any Agreement at any
                        rate less than Seller's maximum applicable rates
                        in effect at the time of renewal.
   
                  (d)   Priority of Firm Storage Under Agreements:  All
                        firm Storage Agreements shall have equal priority
                        as to service, and shall have priority over
                        interruptible Storage Services under Rate Schedule
                        IS and Overrun Service.
   
                  (e)   Extension of Service Agreements:  Prior to the
                        expiration of the term of an Agreement and prior to
                        Seller's posting the availability of capacity under
                        Seller's Right of First Refusal provisions, if
                        applicable, Seller and Customer may mutually agree
                        to an extension of the term of the Agreement (the
                        exact length of which is to be negotiated on a case-
                        by-case basis, in a not unduly discriminatory
                        manner).
   
            10.2  INTERRUPTIBLE AND OVERRUN STORAGE
   
                  (a)   Priority Of Nominations For Interruptible and
                        Overrun Service:  Seller, in determining the
                        allocation of interruptible and overrun service
                        capacity on any Day among Customers under Rate
                        Schedule IS and Rate Schedule FS, which have
                        nominated quantities of service desired on such
                        Day, shall be assigned the order of priority of
                        such service on the basis that the highest rate
                        offered for such service shall be accorded the
                        highest priority.  If more than one nomination or
                        request for interruptible and overrun Storage on a
                        Day includes an offer of the same rate, then the
                        order of priority as among such nominations or
                        requests shall be the same. If capacity is
                        constrained, service among Customers within the
                        same priority will be allocated pro rata based
                        upon the quantities nominated or requested.
   
                  (b)   A Customer desiring Interruptible or Overrun
                        service under Rate Schedule IS or Rate Schedule FS
                        in a Month shall submit to Seller, at least five
                        (5) Business Days prior to the start of such
                        Month, the rate that such Customer is willing to
                        pay for such service in such Month.  The rate
                        submitted by Customer pursuant to the above
                        provision shall be used to determine priority
                        among nominations on each Day of such Month.  Once
                        Customer's nomination is accepted, and priority is
                        assigned thereto pursuant to this section for such
                        Month, such priority