v.04.23.2009

Commodity Swap

INTERNATIONAL SWAPS AND DERIVATIVES ASSOCIATION, INC.

MASTER AGREEMENT
TRANSACTION CONFIRMATION

COMMODITY SWAP

BETWEEN

[COUNTERPARTY] AND SOUTHERN CALIFORNIA EDISON COMPANY

This confirmation letter (“Confirmation”) confirms the terms and conditions of the Commodity Swap transaction (“Transaction”) between [Counterparty] (“[Counterparty]” or “Floating Price Payer”) and Southern California Edison Company (“SCE” or “Fixed Price Payer”) dated as of [Date] (“Trade Date”) in accordance with and subject to the terms and provisions of the ISDA Master Agreement between Counterparty and SCE dated as of [Date], together with the Schedule (“Schedule”) thereto (the ISDA Master Agreement and the Schedule are collectively referred to herein as the “Master Agreement”), and the ISDA Credit Support Annex, including Paragraph 13 thereto (collectively, “CSA”) to the Master Agreement, under the following terms and conditions. The Master Agreement and the CSA (as either may be amended from time to time) are collectively referred to herein as the “Agreement.” Capitalized terms used but not otherwise defined in this Confirmation shall have the meanings ascribed to them in the Agreement. In the event of any conflict or inconsistency between this Confirmation and the Agreement, this Confirmation shall control for the purposes of this Transaction.

ARTICLE 1

COMMERCIAL TERMS

1.0 Floating//Fixed Price Payer Identification

Floating Price Payer: [Counterparty]

Fixed Price Payer: SCE

1.1 Product Information and Term

Swap Type: Cash Settled Fixed/Floating

Commodity/Unit: Natural Gas/MMBtu

Term: The “Term” of this Transaction shall commence upon the Trade Date and shall continue until the later of (a) the expiration of all Calculation Periods or (b) the date the Parties’ obligations under this Confirmation have been satisfied.

Calculation Period: Each calendar month beginning on November 1, 2010 (“Effective Date”) through October 31, 2013 (“End Date”) (inclusive) unless terminated earlier in accordance with the terms of the Agreement.

Pricing Date: The day the Commodity Reference Price for the applicable Calculation Period is published by the Price Source.

Commodity Reference Price: Subject to Section 1.2 below, the price in $/MMBtu found in the Price Source’s monthly index for the applicable month of the Calculation Period in the table for Gas Traded for Baseload Delivery under the sub-heading for “California” under the listing “Southern Cal. Bdr. Avg.” under the column listing “avg.”.

Price Source: NGI’s Bidweek Survey, Supplement to NGI’s Weekly Gas Price Index, Spot Gas Prices published by Natural Gas Intelligence.

Notional Quantity: [MMBtu/Day]

Notional Quantity Per Calculation Period in MMBtu (Table below):

Contract Month / 2010 / 2011 / 2012 / 2013
Jan / X
Feb / X
Mar / X
Apr / X
May / X
Jun / X
Jul / X
Aug / X
Sep / X
Oct / X
Nov / X
Dec / X

Total Notional Quantity In MMBtu (Total for all Calculation Periods): [______]

1.2 Change in Commodity Reference Price

Notwithstanding [Part 5(e)(iv)] of the Schedule, if there is a determination by the California Public Utilities Commission (“CPUC”) that significantly affects the Southern California Gas Company (“SoCalGas”) system, and the Commodity Reference Price ceases to be published by the Price Source, or the Commodity Reference Price is substantially changed so that, in the reasonable determination of either party, it does not adequately reflect the balance of economic benefits and burdens that the parties agreed to, then either party may provide the other with notice to such effect and the parties shall negotiate in good faith to determine an alternative method or methods for determining the Commodity Reference Price in order to maintain the balance of economic benefits and burdens that the parties agreed to with respect to the Commodity Reference Price as of the Trade Date. Any substitute index or indices must be recognized in the industry as a measure of the average of the aggregate daily prices for gas delivered to the various receipt points into the SoCalGas system. If the parties are unable to agree on a successor market, index or methodology within 30 days of the date of the notice, the dispute resolution procedures of [Part 5(d)] of the Schedule shall apply.

Article 2

Transaction Compensation

2.0 Details of Fixed / Floating Amount

Fixed Price: In $/MMBtu as specified in the table below (in four decimal places):

Contract Month / 2010 / 2011 / 2012 / 2013
Jan / X
Feb / X
Mar / X
Apr / X
May / X
Jun / X
Jul / X
Aug / X
Sep / X
Oct / X
Nov / X
Dec / X

Fixed Amount: For each Pricing Date, the Fixed Amount shall be the product of the Fixed Price and the Notional Quantity for the applicable Calculation Period.

Floating Amount: For each Pricing Date, the Floating Amount shall be the product of the Commodity Reference Price and the Notional Quantity for the applicable Calculation Period.

2.1 Payment of Cash Settlement Amount

Monthly Cash Settlement Amount: For each Calculation Period, the Monthly Cash Settlement Amount shall be the absolute difference between the Floating Amount and the Fixed Amount.

If the Commodity Reference Price is greater than the Fixed Price for that Calculation Period, then the Floating Price Payer shall pay to the Fixed Price Payer the Monthly Cash Settlement Amount. If the Fixed Price is greater than the Commodity Reference Price, then the Fixed Price Payer shall pay to the Floating Price Payer the Monthly Cash Settlement Amount.

Payment Date: Payment of each Monthly Cash Settlement Amount, if any, by the party who owes it shall be pursuant to [Part 4( )] of the Schedule.

ARTICLE 3

Credit Terms

For purposes of calculating a party’s Exposure pursuant to the CSA, if either party has Exposure to the other party in respect of this Transaction, then the amount of Exposure for this Transaction is deemed to be zero dollars ($0) for both parties. Notwithstanding anything to the contrary contained in the CSA or this Confirmation, the parties shall determine the Close-out Amount for this Transaction in accordance with the Master Agreement.

ACKNOWLEDGED AND AGREED TO AS OF [ ______], 2009
[Counterparty] Southern California Edison Company
By: By:
Name: Name:
Title: Title:
Date: Date:

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