TRANSPORTATION SERVICE AGREEMENT Contract Identification FT4761

Exhibit 10.2

TRANSPORTATION SERVICE AGREEMENT

Contract Identification FT4761

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

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

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

1.                                      CONTRACT DATE: November 04, 2004

2.                                      CONTRACT IDENTIFICATION: FT4761

3.                                      RATE SCHEDULE: FT

4.                                      SHIPPER TYPE: Other

5.                                      STATE/PROVINCE OF INCORPORATION: Canada

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

Transporter and Shipper agree that Shipper may extend the primary term of this Agreement by exercising a contractual Right of First Refusal, pursuant to the procedures set forth in Section 16 of the General Terms and Conditions of Transporter’s FERC Gas Tariff.

7.                                      EFFECT ON PREVIOUS CONTRACTS:

This Agreement supersedes, cancels and terminates, as of the effective date stated above, the following contract(s):  N/A

8.                                      MAXIMUM DAILY QUANTITY (Dth/Day): 361,000

Please see Appendix A for further detail.

9.                                      RATES:

Unless Shipper and Transporter have agreed to a Discounted Rate, pursuant to Section 19.2 of the General Terms and Conditions, or to a Negotiated Rate, pursuant to Section 4.5 of the Rate Schedule named above, rates shall be Transporter’s maximum rates and charges plus all applicable surcharges in effect from time to time under the applicable Rate Schedule (as stated above) on file with the Commission unless otherwise agreed to by the parties in writing. Provisions governing a Discounted Rate shall be set forth in this Paragraph 9. Provisions governing a Negotiated Rate shall be set forth on Appendix B hereto.

Shipper and 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 Appendix A, the Reservation Fee to be charged shall be $9.520.

10.                               POINTS OF RECEIPT AND DELIVERY:

The primary receipt and delivery points are set forth on Appendix A.

Contract Identification FT4761

11.                               RELEASED CAPACITY:

N/A

12.                               INCORPORATION OF TARIFF INTO AGREEMENT:

This Agreement shall incorporate and in all respects be subject to the “General Terms and Conditions” and the applicable Rate Schedule (as stated above) set forth in Transporter’s FERC Gas Tariff, Second Revised Volume No. 1, as may be revised from time to time.  Transporter may 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 or provisions set forth in the applicable Rate Schedule (as stated above) and the “General Terms and Conditions” in Transporter’s FERC Gas Tariff, Second Revised Volume No. 1, and Transporter shall have the right to place such changes in effect in accordance with the NGA, and this Agreement shall be deemed to include such changes and any such changes which become effective by operation of law and Commission Order, without prejudice to Shipper’s right to protest the same.

13.                               MISCELLANEOUS:

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

Any controversy between the parties arising under this Agreement and not resolved by the parties shall be determined in accordance with the laws of the State of Michigan.

14.                               OTHER PROVISIONS:

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

Upon termination of this Agreement, Shipper’s and Transporter’s obligations to each other arising under this Agreement, prior to the date of termination, remain in effect and are not being terminated by any provision of this Agreement.

Notwithstanding the provisions of Number 8 hereof, Shipper may request transportation of quantities of gas in excess of the MDQ, and Transporter agrees to receive, transport, and redeliver Equivalent Quantities of gas to Shipper, or for the account of Shipper, in accordance with Section 11 of the General Terms and Conditions, or succeeding effective provisions, of Transporter’s FERC Gas Tariff, Second Revised Volume No. 1, up to an aggregate excess quantity of 133,333 Dth per day or such other aggregate excess quantity authorized by Commission orders.  All deliveries in excess of Shipper’s MDQ shall be deemed to be advance deliveries or post deliveries, as the case may be, of contract quantities, rather than excess quantities and shall be billed at the applicable Utilization Fee under Rate Schedule FT.  If for the twelve months of any Contract Year ended October 31,  the total quantities delivered are in excess of the contract quantity multiplied by the number of days, exclusive of force majeure days, in said Contract Year, then Transporter will bill Shipper the Rate Schedule FT Overrun Charge (reduced by the Utilization Fee) times the excess quantities of gas delivered, such amount to be billed at the end of each Contract Year.  The provisions of this section are not intended to modify the provisions of Section 4.1(a)(2), or succeeding effective provisions, of Rate Schedule FT with respect to periods of force majeure on Great Lakes’ system, and the sum of the quantities delivered during such periods shall be excluded from all calculations provided herein.

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APPENDIX A
Contract Identification FT4761

Date:  November 04, 2004

Supersedes Appendix Dated: Not Applicable

Shipper:  TRANSCANADA PIPELINES LIMITED

Maximum Daily Quantity (Dth/Day) per Location:

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