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                                SECOND AMENDMENT


                 SECOND AMENDMENT, dated as of December 9, 1993 (this
"Amendment"), to the Amended and Restated Secured Revolving Credit Agreement,
dated as of April 2, 1992, as amended by the First Amendment, dated as of
January 8, 1993 (the "Agreement"), between COLUMBIA GAS TRANSMISSION
CORPORATION, a Delaware corporation and debtor-in-possession (the "Company"),
and CHEMICAL BANK (as successor by merger to Manufacturers Hanover Trust
Company), a New York banking corporation (the "Bank").


                             W I T N E S S E T H :


                 WHEREAS, the Company and the Bank entered into a Secured
Revolving Credit Agreement, dated as of August 5, 1991 (the "Original
Agreement");

                 WHEREAS, pursuant to the Agreement, the Original Agreement was
amended and restated in its entirety to eliminate the commitment of the Bank to
make loans to the Company and to replace such commitment with a discretionary
letter of credit facility;

                 WHEREAS, pursuant to the Agreement, the Agreement was amended
to extend the Maturity Date under the Agreement to December 31, 1994, or such
later date as may be agreed from time to time between the Company and the Bank;
and

                 WHEREAS, the parties wish to amend the Agreement as set forth
below in order to extend the Maturity Date under the Agreement to December 31,
1995, or such later date as may be agreed from time to time between the Company
and the Bank;

                 NOW, THEREFORE, in consideration of the premises and the
mutual covenants set forth below, the parties hereto agree as follows:

                 SECTION 1.  DEFINED TERMS.  Unless otherwise defined herein,
terms that are defined in the Agreement are used herein as so defined.

                 SECTION 2.  AMENDMENT OF SECTION 1.1.  Section 1.1 of the
Agreement is hereby amended by deleting the definition "Maturity Date" in its
entirety and inserting in lieu thereof the following definition:

                 "'Maturity Date' means December 31, 1995, or such later date
         as may be from time to time agreed in writing by the Company and the
         Bank."

                 SECTION 3.  EFFECTIVENESS.  This Amendment shall become
effective on the date (the "Amendment Effective Date") on which all of the
following conditions precedent shall have been satisfied:
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                 (a)  this Amendment shall have been executed and delivered by
         the Company and the Bank;

                 (b)  the Bank shall have received an opinion of G.D.H. Snyder,
         Esq., General Counsel of the Company, dated the Amendment Effective
         Date, in form and substance satisfactory to the Bank;

                 (c)  no Default or Event of Default shall have occurred and be
         continuing;

                 (d)  all representations and warranties of the Company
         contained in the Agreement and the Security Agreement, or otherwise
         made in connection therewith, shall be true and correct in all
         material respects on and as of the Amendment Effective Date as if made
         on and as of such date (unless stated to relate to a specific earlier
         date, in which case such representations and warranties shall be true
         and correct in all material respects as of such earlier date);

                 (e)  the Company shall have paid to the Bank, on the Amendment
         Effective Date, a renewal fee of 1/16 of 1% of the Maximum L/C Amount,
         in payment for the extension of the Maturity Date under the Agreement
         to December 31, 1995;

                 (f)  all other fees payable by the Company pursuant to the
         Agreement on or before the Amendment Effective Date shall have been
         paid in full; and

                 (g)  the Bank shall have received such additional documents as
         it shall have reasonably requested.

Upon the satisfaction of all of the above conditions, the Bank shall issue to
the Company a written notice declaring the effectiveness of this Amendment.

                 SECTION 4.  CONTINUING EFFECT; AMENDMENT LIMITED.  Except as
expressly amended hereby, the Agreement shall continue to be and shall remain
in full force and effect in accordance with its terms.  Any reference to the
"Agreement" in the Agreement shall be a reference to the Agreement as amended
by this Amendment.

                 SECTION 5.  GOVERNING LAW.  THIS AMENDMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH AND BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES, EXCEPT TO THE EXTENT
PREEMPTED BY FEDERAL LAW.
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                 SECTION 6.  COUNTERPARTS.  This Amendment may be executed in
any number of counterparts, each of which shall be  an original but all of
which together shall constitute one agreement.


                 IN WITNESS WHEREOF, each party has caused this Amendment to be
executed and delivered by its respective duly authorized officer as of the date
first above written.

                                             COLUMBIA GAS TRANSMISSION
                                               CORPORATION


                                             By:--------------------------------
                                                Title:


                                             CHEMICAL BANK (as successor by
                                                merger to Manufacturers Hanover
                                                Trust Company)


                                             By:--------------------------------
                                                Title: