Revised Final Offer Cover Letter (7/24/06)

[Respondent Letterhead]

[Insert Date]

Gordon Savage

Manager of Gas Contracts

Southern California Edison Company

2244 Walnut Grove Ave., Quad 1C

Rosemead, CA 91770

Re: Final Offer in Response to Southern California Edison’s Request for Offers for Physical Natural Gas and for Financial Natural Gas Hedging Products

Dear Mr. Savage:

In response to Southern California Edison Company’s (“SCE”) Request for Offers (“RFO”) for Natural Gas Physical and Financial Products, dated April 7, 2006, (insert company name) (“Respondent”) hereby submits its final, binding offers (“Final Offers”) to sell natural gas or natural gas financial products to SCE on the terms and conditions set forth in this revised Final Offer cover letter (“Revised Final Offer Cover Letter”).

Capitalized terms used in this Revised Final Offer Cover Letter that are not otherwise defined herein are used with the meanings ascribed to them in other documents in the RFO.

A. FINAL OFFERS

Respondent hereby offers to sell to SCE the following products on the terms set forth below. Except with respect to pricing information and Respondent’s right to withdraw any Final Offer described in Section A.2 below, each of these Final Offers, as set forth in this Revised Final Offer Cover Letter and any applicable attachments provided herewith, shall be legally valid and binding obligations of Respondent and enforceable against Respondent if accepted by SCE, either orally or in writing,on or prior to 10:00 AM PPT on July 26, 2006.

Products and Pricing.
The Final Offer Submittal Spreadsheetprovided herewith in Excel format and incorporated herein in such format by this reference (“July 25 Offer Spreadsheet”) sets forth the Final Offers below with respect to product type, term, volume and exercise price, if any.

Respondent’s Final Offer(s):

a. Physical Gas/Fixed Price

b. Physical Gas/Index Price

c. Financial Swap

d. Financial Call Option

e. Financial Call Spread

The Final Offer Submittal Spreadsheet provided on or prior to 8 AM PPT on July 26, 2006 in Excel format and incorporated herein in such format by this reference (“July 26 Offer Spreadsheet”) sets forth the binding Final Offers for award consideration. See Section A.2 below for withdrawal and price refresh provisions. SCE will rely upon the information in the Excel format of the July 26 Offer Spreadsheet as the offer information submitted by Respondent for award consideration in this RFO.

Price Refresh and Withdrawal of Final Offers. Respondent has the right to either:(i) revise pricing information for any Final Offer submitted on the July 25 Offer Spreadsheet or (ii) withdraw any Final Offer submitted on the July 25 Offer Spreadsheet, in each case as shown on the July 26 Offer Spreadsheet in accordance with the RFO Instructions as amended on June 30, 2006 and July 20, 2006 (“Revised RFO Instructions”). Respondent acknowledges that the July 26 Offer Spreadsheet may not make any changes to the July 25 Offer Spreadsheet other than revising pricing (solely for products offered as part of the July 25 Offer Spreadsheet) or revising volumes to zero for withdrawals of Final Offersas described in this Section A.2.
Terms and Conditions. Each Final Offer submitted for award consideration on July 26, 2006shall be subject to the terms and conditions of (i) the applicable Enabling Agreement and credit support documentation executed by SCE and Respondent for use in this RFO, and (ii) the applicable Confirmation set forth below:

a. Fixed Price Confirmation mutually agreed upon by SCE and Respondent and attached to this Revised Final Offer Cover Letter as Attachment 1. Items 3(i) and 3(ii) above are hereby incorporated by this reference.

b. Index Price Confirmation, mutually agreed upon by SCE and Respondent and attached to this Revised Final Offer Cover Letter as Attachment 2. Items 3(i) and 3(ii) above are hereby incorporated by this reference.

c. Financial Swap Confirmation mutually agreed upon by SCE and Respondent and attached to this Revised Final Offer Cover Letter as Attachment 3. Items 3(i) and 3(ii) above are hereby incorporated by this reference.

d. Financial Call Option Confirmation, mutually agreed upon by SCE and Respondent and attached to this Revised Final Offer Cover Letter as Attachment 4. Items 3(i) and 3(ii) above are hereby incorporated by this reference.

e. Financial Call Spread Confirmation mutually agreed upon by SCE and Respondent and attached to this Revised Final Offer Cover Letter as Attachment 5. Items 3(i) and 3(ii) above are hereby incorporated by this reference.

B. BINDING OFFER; representations and warranties

In submitting each of its Final Offers to SCE, Respondent represents and warrants to SCE that:

Respondent understands the following:
The July 25Offer Spreadsheet in Excel format is binding upon Respondent with respect to product type, term, volume and exercise price, if any;
Respondent has the right to revise pricing information on any Final Offer for award consideration by submitting the July 26Offer Spreadsheetwith such revised pricing information on or before 8 AM PPT on July 26,2006;
Respondent has the right to withdraw any Final Offer by providing for a volume of zero for the applicable Final Offer(s) on the July 26 Offer Spreadsheet submitted on or before 8 AM PPT on July 26, 2006;and
Any change to an Offer in the July 26 Offer Spreadsheet from the July 25 Offer Spreadsheet other than a permitted change as provided in Section A.2 above will disqualify that particular Offer from consideration during the selection process.
Respondent understands that the July 26Offer Spreadsheetin Excel format andthe applicable attachments as set forth in Section A.3 constitute Respondent’s binding Final Offer(s)for award consideration. Each such Final Offer submitted by Respondent is a binding offer subject only to SCE’s acceptance, in SCE’s sole discretion, and must remain open until the earlier of acceptance by SCE or 10:00 AM PPT on July 26, 2006;
The execution, delivery and performance of this Revised Final Offer Cover Letter and of the obligations under each Final Offer accepted by SCE are within Respondent’s powers, have been duly authorized by all necessary action and do not violate the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it;
This Revised Final Offer Cover Letter, each Final Offer accepted by SCE and each document executed and delivered in connection with this Revised Final Offer Cover Letter, including without limitation the applicable Enabling Agreements, credit support documentation and Confirmations attached to or incorporated into this Revised Final Offer Cover Letter, constitute Respondent’s legally valid and binding obligation enforceable against it in accordance with its terms;
Respondent has not engaged in any communications with any other actual or potential participant in the RFO concerning:(a) the RFO process, (b) price terms in any of Respondent’s Final Offers, or (c) any related matters, and Respondent has not engaged in collusion or other unlawful or unfair business practices in connection with the RFO and Respondent’s Final Offers; and
This Revised Final Offer Cover Letter is executed as of the date hereof by a duly authorized representative of Respondent.

[RESPONDENT]

Signature:______

Name (print): ______

Title (print):______

ATTACHMENT 1

FIXED PRICE CONFIRMATION