GENERAL TERMS AND CONDITIONS
                                  (Continued)
   
   
   
19.   BILLING ADJUSTMENT FOR RATE SCHEDULE IS WITHDRAWAL PENALTY
   
      19.1  Billing Adjustment.  A billing adjustment shall be made to non-
            offending Customers' bills crediting all revenues from Rate
            Schedule IS Withdrawal Penalties collected by Seller, net of
            costs.  All such revenue shall be generated from the sale of
            Working Storage Gas retained by Seller ("Penalty Gas").  A pro
            rata allocation of such revenue will be credited to each non-
            offending Customer, and will appear on the invoice for the next
            Month's business following actual receipt by Seller of such
            revenues. Seller shall have 90 Days from the end of the Month, in
            which such Penalty Gas was retained, to sell the Penalty Gas.  The
            Penalty Gas shall be sold as near as practical to the market rate
            existing at the time the Penalty Gas is sold.  If sale of Penalty
            Gas is made to an affiliate of Seller, Seller shall sell such
            Penalty Gas at no less then the spot market price on the Day of
            such sale.
   
      19.2  Allocation Base. Customers will receive a pro rata allocation of
            net penalty revenue, based upon the following allocation base:
   
            (a)   Non-offending Rate Schedule FS Customers:  The Maximum
                  Storage Quantity such Customer had a right to store in the
                  Month withdrawal penalty invoked; and
   
            (b)   Non-offending Rate Schedule IS Customers:  The Average
                  Monthly Storage Volume the Customer stored in the Month
                  withdrawal penalty invoked.
   
      19.3  Monthly Credit. Each Customer will receive a Monthly Credit based
            upon the formula
   
                              X (Y / Z), where: 
   
                  X =   Total net Penalties collected by Seller in a Month
                  Y =   The Customer's allocation base derived in accordance
                        with Section 19.2, above; and
                  Z =   The Sum of all of Customers' allocation bases derived
                        in accordance with Section 19.2, above.
   
20.   OFF-SYSTEM CAPACITY
   
      Seller may, from time to time, enter into agreements with other
      interstate or intrastate pipeline or storage companies for capacity
      ("off-system capacity").  In the event that Seller acquires off-system
      capacity, Seller will use such capacity for operational reasons or to
      provide service to its Customers pursuant to Seller's Tariff and subject
      to Seller's approved rates, as such rates may change from time to time.
      In the event that off-system capacity used to render service to Seller's
      Customers is subject to renewal limitations, as specified in a
      provider's tariff and/or as provided by FERC regulation, Seller will
      indicate in any posting of capacity available for service any limitation
      to extension rights that will apply as a result of limitations on the
      off-system capacity. For purposes of transactions entered into subject
      to this section, the "shipper must have title" requirement is waived.