SCE FORM OF POWER ANNEX

Version-2010-01-26

Part6.Physically Settled Power Transactions

(a)Incorporation of ISDA North American Power Annex. The ISDA North American Power Annex, published by International Swaps and Derivatives Association, Inc., copyright © 2003, and attached hereto as Annex 1, as amended and modified by, and with the elections specified in, this Part 6 of the Schedule (the “Power Annex”), is hereby incorporated by reference into the Schedule, and, as such, shall supplement, form part of, and be subject to, this Agreement.

(b)Elective Provisions. For purposes of clause (j) of the Power Annex, the following elections shall apply:

(j)Elective Provisions

1.(a)(ii)[TBD]Applicability of Power Annex to Outstanding Power Transactions. If not checked, not applicable.

2.(a)(iii)[TBD]Applicability of Outstanding Credit Support held by a party in connection with Outstanding Power Transactions. If not checked, not applicable.

3.(c)√Accelerated Payment Damages. If not checked, not applicable.

4.(d)(ii): Timeliness of Payment

____Option A

√Option B

If neither is checked, Option B shall be deemed to apply.

5.(h)(i): Wholesale Power Tariffs

√Party A Electric Tariff (Counterparty). ____ Dated: ______Docket Number: ______

√Party B (SCE) Tariff Original Vol. No. 8 Dated: 09/01/2002 Docket Number: ER 02-2263-000

If not checked, not applicable.

6.(h)(ii)[√]Applicability of Severability provision. If not checked, not applicable.

7.(h)(iii)[√]Applicability of FERC Standard of Review and Certain Covenants and Waivers, as amended. If not checked, not applicable.

(c)Modifications to Power Annex. The Power Annex is hereby amended as follows:

(i)References to Part[6]. Each reference to “Part[6]” wherever it appears in the Power Annex is hereby amended to read “Power Annex”; and the reference to “Part[6] of the Schedule” in clause (i)(ii)(B) of the Power Annex is hereby amended to read “the Power Annex”.

(ii)Inconsistency. The following is added to the end of clause (a) of the Power Annex:

“In the event of any inconsistency between the Confirmation for a Power Transaction and this Power Annex, the Confirmation will govern with respect to such Power Transaction.”

(iii)Payments. Clause (d) of the Power Annex is hereby amended by adding a new clause (d)(v) to read as follows:

“(v)Disputes and Adjustments of Invoices. A party may adjust any invoice rendered by it with respect to a Power Transaction to correct any arithmetic or computational error or to include additional charges or claims within twenty-four (24) months after the close of the month in which the obligations being invoiced arose. A receiving party may, in good faith, dispute the correctness of any invoice or of any adjustment to any invoice previously rendered to it by providing notice to the other party on or before the later of (i) twelve (12) months of the date of receipt of such invoice or adjusted invoice, or (ii) twenty-four (24) months after the close of the month in which the obligation being invoiced arose. Failure to provide such notice within the time frame set forth in the preceding sentence waives the dispute with respect to such invoice. A party disputing all or any part of an invoice or an adjustment to an invoice previously rendered to it may pay only the undisputed portion of the invoice when due, provided such party provides notice to the other party of the basis for and amount of the disputed portion of the invoice that has not been paid. The disputed portion of the invoice must be paid within two (2) Business Days of resolution of the dispute, along with interest accrued at the Default Rate from and including the original due date of the invoice to but excluding the date the disputed portion of the invoice is actually paid. Inadvertent overpayments shall be returned upon request or deducted by the party receiving such overpayment from subsequent payments, with interest accrued at the Default Rate from and including the date of such overpayment but excluding the date repaid or deducted by the party receiving such overpayment. An invoice can only be adjusted or amended after it was originally rendered within the time frames set forth in this clause (d)(v). If an invoice is not rendered within twenty-four (24) months after the close of the month in which the payment obligations arose, the right to payment for that month under this Agreement is waived.”

(iv)Indemnity. Clause (g)(ii) of the Power Annex is hereby amended by adding the following sentence at the end thereof, “Neither party shall be liable with respect to any Claim to the extent that such Claim resulted from the negligence, willful misconduct, or bad faith of the indemnified party.”

(v)FERC Standard of Review; Certain Covenants and Waivers. The text of clause (h)(iii) of the Power Annex is hereby deleted in its entirety and replaced with the following:

(A) Absent the written agreement of all Parties to the proposed change, the standard of review for changes to any rate, charge, classification, term or condition of this Agreement, whether proposed by a Party (to the extent that any waiver in subsection (b) below is unenforceable or ineffective as to such Party), a non-party or FERC acting sua sponte, shall be the ‘public interest’ standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956) (the ‘Mobile Sierra’ doctrine).

(B) Notwithstanding any provision of Agreement, and absent the prior written agreement of the Parties, each Party, to the fullest extent permitted by Applicable Laws, for itself and its respective successors and assigns, hereby also expressly and irrevocably waives any rights it can or may have, now or in the future, whether under Sections 205, 206, or 306 of the Federal Power Act or otherwise, to seek to obtain from FERC by any means, directly or indirectly (through complaint, investigation, supporting a third party seeking to obtain or otherwise), and each hereby covenants and agrees not at any time to seek to so obtain, an order from FERC changing any Section of this Agreement specifying any rate or other material economic terms and conditions agreed to by the Parties.”

(vi)Events of Default: Sections5(a)(i) and 5(a)(ii)(1). Clause (i)(ii)(B) of the Power Annex is hereby amended by deleting the reference to “Section [5(a)(ii)][5(a)(ii)(1)]” in the third line thereof and replacing it with “Section 5(a)(ii)(1)”.

(vii)Definitions: Section14. Clause (i)(iv) of the Power Annex is hereby amended as follows:

(A)The following definition is hereby added where alphabetically appropriate to read as follows:

“Claims” means all third party claims or actions, threatened or filed and, whether groundless, false, fraudulent or otherwise, that directly or indirectly relate to the subject matter of an indemnity, and the resulting losses, damages, expenses, attorneys’ fees and court costs, whether incurred by settlement or otherwise, and whether such claims or actions are threatened or filed prior to or after the termination of this Agreement.

(B)The definition of “NERC Business Day” is amended by deleting the phrase “to whom” and replacing it with “from whom.”

(C)The definition of “Replacement Price” is hereby amended by (i) deleting the phrase “at the Delivery Point” and replacing it with “, from an entity that is not an Affiliate of either Party,”; (ii) in clause (ii) inserting after the phrase “at Buyer’s option,” the phrase “absent a purchase from an entity that is not an Affiliate of either Party,”; and (iii) in the last sentence thereof deleting the phrase “at the Delivery Point” and replacing it with “that is not an Affiliate of either Party”.

(D)The definition of “Sales Price” is hereby amended by (i) deleting the phrase “at the Delivery Point” and replacing it with “, to an entity that is not an Affiliate of either Party,”; (ii) in clause (ii) inserting after the phrase “at Seller’s option,” the phrase “absent a sale to an entity that is not an Affiliate of either Party,”; and (iii) in the last sentence thereof deleting the phrase “at the Delivery Point” and replacing it with “that is not an Affiliate of either Party”.

(E)The definition of “Schedule P” is deleted in its entirety and replaced with the following:

“ ‘Schedule P’ means “Schedule P: Products and Related Definitions” to the Master Power Purchase & Sale Agreement published and modified from time to time by the Edison Electric Institute, and amended as follows:

(1) The following definition is added to Schedule P:

“ ‘CAISO Energy’ means with respect to a Transaction, a Product under which the Seller shall sell and the Buyer shall purchase a quantity of energy equal to the hourly quantity without Ancillary Services (as defined in the Tariff) that is or will be scheduled as a schedule coordinator to schedule coordinator transaction pursuant to the applicable tariff and protocol provisions of the CAISO (as amended from time to time, the ‘Tariff’) for which the only excuse for failure to deliver or receive is an Uncontrollable Force (as defined in the Tariff).”

(2) The definition for “Into ______(the ‘Receiving Transmission Provider’), Seller’s Daily Choice” is deleted in its entirety from Schedule P.

(3) The following is added at the endof Schedule P:

“Other Products and Service Levels.

If the Parties agree to a service level or product defined by a different agreement, set of rules, tariff, or protocol (herein, the ‘agreement’) (i.e., the WSPP Agreement) for a particular Transaction, then, unless the Parties expressly state and agree that all the terms and conditions of such other agreement will apply, such reference to a service level or product defined by such other agreement means that the service level or product for that Transaction is subject to the applicable regional independent system operator and/or utility reliability requirements and guidelines as well as the permitted excuses for performance, Force Majeure, Uncontrollable Forces, or other such excuses applicable to performance under such other agreement, to the extent inconsistent with the terms of this Agreement, provided, however, that all other terms and conditions of this Agreement shall and do remain applicable, including the methodology for calculating the payments for failure to deliver or receive which shall be in accordance with clause (c) of the Power Annex.”

(vii)Index Transactions. New clauses (k) and (l) are added to the Power Annex, as follows:

(k)Corrections to Published Prices. Notwithstanding anything to the contrary in this Agreement, Section 7.3 of the Commodity Definitions will be modified as follows with respect to Power Transactions only: (1) in the first sentence, “within 30 calendar days (or 90 calendar days in connection with a Weather Index Derivative Transaction)” shall be deleted and replaced with “within twelve (12) months”, and (2) in the second sentence “three Business Days” shall be deleted and replaced with “ten Business Days”.

(l)Calculation of Relevant Price. For the purposes of the calculation of a Relevant Price, all numbers shall be rounded to three decimal places. If the fourth decimal number is five or greater, then the third decimal number shall be increased by one, and if the fourth decimal number is less than five, then the third decimal number shall remain unchanged.

(d)Notices for Power Transactions. The following information is applicable to Power Transactions:

Name: ______(“Party A”) / Name: Southern California Edison Company (“Party B”)
All Notices: / All Notices:
Street: / Street: 2244 Walnut Grove Ave., G.O.1, Quad 1C
City: Zip: / City: Rosemead, CAZip: 91770
Attn:
Phone:
Facsimile:
Duns:
Federal Tax ID Number: / Attn: Contract Administration
Phone: (626) 302-3126
Facsimile: (626) 302-8168
Duns: 006908818
Federal Tax ID Number: 95-1240335
Invoices:
Attn:
Phone:
Facsimile: / Invoices:
Attn: Power Procurement - Finance
Phone: (626) 302-3277
Facsimile: (626) 302-3276
Email:
Scheduling:
Attn:
Phone:
Facsimile: / Scheduling:
Attn: Director of Energy Operations
Phone: (626) 302-5730
Facsimile: (626) 307-4413
Payments:
Attn:
Phone:
Facsimile: / Payments:
Attn: Accounts Receivable - Power Procurement
Southern California Edison Company
PO Box 800
Rosemead, CA 91770
Phone: (626) 302-9371
Facsimile: (626) 302-9392
Wire Transfer:
BNK:
ABA:
ACCT: / Wire Transfer:
BNK: JPMorganChase Bank
ABA: 021000021
ACCT: 323-394434
Credit and Collections:
Attn:
Phone:
Facsimile: / Credit and Collections:
Attn: Manager of Credit
Phone: (626) 302-1129
Facsimile: (626) 302-2517
Confirmations:
Attn:
Phone:
Facsimile: / Confirmations:
Attn: Confirmation Coordinator
Phone: (626) 307-4485
Facsimile: (626) 302-3410
With additional Notices of an Event of Default or Potential Event of Default to:
Attn:
Phone:
Facsimile: / With additional Notices of an Event of Default or Potential Event of Default to:
Southern California Edison Company
2244 Walnut Grove Ave., G.O.1, Quad 1C
Rosemead, CA 91770
Attn: Director of Energy Contracts and Trading
Phone: (626) 302-3352
Facsimile: (626) 302-8168

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