<p> v.11.05.2008 Commodity Call Option</p><p>INTERNATIONAL SWAPS AND DERIVATIVES ASSOCIATION, INC. MASTER AGREEMENT TRANSACTION CONFIRMATION</p><p>COMMODITY CALL OPTION</p><p>BETWEEN</p><p>[COUNTERPARTY] AND SOUTHERN CALIFORNIA EDISON COMPANY </p><p>This confirmation letter (“Confirmation”) confirms the terms and conditions of the Commodity Call Option transaction (“Transaction”) between [Counterparty] (“Floating Amount Payer”) and Southern California Edison Company (“Premium Payer” or “SCE”) 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. </p><p>ARTICLE 1 COMMERCIAL TERMS</p><p>1.0 Product Information and Term Product: Commodity Call Option </p><p>Commodity/Unit: Natural Gas/MMBtu</p><p>Option Style: European</p><p>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 Agreement have been satisfied. </p><p>Calculation Period: Each calendar month beginning on [Effective Date] (“Effective Date”) through [End Date] (“End Date”) (inclusive) unless terminated earlier in accordance with the terms of the Agreement.</p><p>Pricing/Exercise Date: The day the Commodity Reference Price for the applicable Calculation Period is published by the Price Source. </p><p>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 in the table for Gas Traded for Baseload Delivery under sub-table for “California” under the listing for “Southern Cal. Bdr. Avg.” under the listing for “avg.”. </p><p>Price Source: NGI’s Bidweek Survey Supplement to NGI’s Weekly Gas Price Index published by Natural Gas Intelligence.</p><p>Notional Quantity: [MMBtu/Day]</p><p>1 v.11.05.2008 Commodity Call Option</p><p>Notional Quantity for each Calculation Period in MMBTU (Table below):</p><p>Contract 2009 2010 2011 2012 2013 2014 Month</p><p>Jan X Feb X Mar X Apr X May X Jun X Jul X Aug X Sep X Oct X X Nov X Dec X</p><p>Total Notional Quantity In MMBTU (Total for all Calculations Periods): [ ______]</p><p>1.1 Option Exercise </p><p>Exercise Procedure: Automatic Exercise</p><p>Cash Settlement: Applicable</p><p>1.2 Change in Commodity Reference Price</p><p>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 either party reasonably believes that the Commodity Reference Price is substantially changed so that 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.</p><p>ARTICLE 2 COMPENSATION</p><p>2.0 Floating Amount Payer/Premium Payer Floating Amount Payer: [Counterparty]</p><p>Premium Payer: SCE</p><p>2 v.11.05.2008 Commodity Call Option</p><p>2.1 Details of Fixed / Floating Amount </p><p>Transaction: Strike Price per Calculation Period in US$ per MMBtu (in four decimal places): </p><p>Contract 2009 2010 2011 2012 2013 2014 Month</p><p>Jan X Feb X Mar X Apr X May X Jun X Jul X Aug X Sep X Oct X X Nov X Dec X</p><p>Fixed Amount: For each Pricing/Exercise Date, the Fixed Amount shall be the product of the Strike Price and the Notional Quantity for the applicable Calculation Period.</p><p>Floating Amount: For each Pricing/Exercise Date, the Floating Amount shall be the product of the Commodity Reference Price and the Notional Quantity for the applicable Calculation Period. </p><p>2.2 Cash Settlement of Transaction</p><p>Monthly Cash Settlement Amount: For each Calculation Period, the Monthly Cash Settlement Amount shall be the difference between the Floating Amount and the Fixed Amount if the Commodity Reference Price is greater than the Strike Price for that Calculation Period; otherwise $0.00 for that Calculation Period.</p><p>Payment Date: Payment of each Transaction Monthly Cash Settlement Amount, if any, by the Floating Amount Payer shall be per [Part 4(q)] of the Schedule.</p><p>2.2 Option Premium Premium in US$ per MMBtu (in four decimal places): [ ]</p><p>Unless otherwise set forth herein, the Monthly Option Premium Payment amount for the Product shall be payable in advance of the applicable month. Floating Amount Payer shall invoice Premium Payer no later than the twentieth (20th) day of the preceding month during the Delivery Period for the applicable monthly premium. Upon receipt of such invoice, Premium Payer shall pay such monthly premium no later than two (2) Local Business Days prior to the beginning of the applicable month. Payment for invoices submitted by Floating Amount Payer after the twentieth (20th) day of the preceding month shall be due within ten (10) Local Business Days of receipt. </p><p>3 v.11.05.2008 Commodity Call Option</p><p>The Monthly Option Premium Payment in $US for each Calculation Period for the Product shall be as follows: Contract 2009 2010 2011 2012 2013 2014 Month</p><p>Jan X Feb X Mar X Apr X May X Jun X Jul X Aug X Sep X Oct X X Nov X Dec X</p><p>ARTICLE 3 CREDIT TERMS</p><p>For purposes of calculating a party’s Exposure pursuant to the Credit Support Annex, if either party has Exposure to the other party in respect of this Transaction, then the amount of Exposure for this Transactions is deemed to be zero dollars ($0) for both parties. Notwithstanding anything to the contrary contained in the Credit Support Annex or this Confirmation, the Parties shall determine the Close-out Amount for this Transaction in accordance with the Master Agreement.</p><p>ACKNOWLEDGED AND AGREED TO AS OF [ ______], 200_</p><p>[Counterparty] Southern California Edison Company</p><p>By: By: </p><p>Name: Name: </p><p>Title: Title: </p><p>Date: Date: </p><p>4</p>