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and revised document: H:\DOCSOPEN\BHAMLIB\DBAILEY\090000\306\F6NK03_.DOC

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CONFIRMATION LETTER

	This Confirmation Letter is made and entered into this ______ day of ________, 2001, by and between ENRON NORTH AMERICA CORP., a Delaware corporation, hereinafter referred to as “Seller,” and SOUTHERN COMPANY SERVICES, INC., as agent for its affiliated electric utility companies, Mississippi Power Company, Gulf Power Company, Alabama Power Company, Georgia Power Company, Savannah Electric and Power Company, such utility companies hereinafter referred to as “Buyer, and collectively known as the “Parties.”

This Confirmation Letter is incorporated into and subject to the terms of that certain Gas Purchase Agreement dated December 29, 1999, by and between Buyer and Seller.  When executed, this Confirmation Letter is binding for the Delivery Period stated below.

Contract Price:  The price for each MMBtu of Gas delivered each day hereunder at the Primary Delivery Point shall be equal to the sum of (a) the “Midpoint” price published in Financial Times Energy’s Gas Daily Daily Price Survey for Louisiana-Onshore South, Sonat for the day on which such deliveries are made hereunder, except in the case of days for which no Midpoint price is posted, in which case the price for such day(s) shall be the first Midpoint price for Louisiana-Onshore South published after such day(s) by Gas Daily (the “Index component”) and (b) one and one-half cents ($0.015) per MMBtu (the “Index premium”). The Contract Price for each MMBtu of gas delivered at a Secondary Delivery Point during a month (or to the Primary Delivery Point in the event such point is changed pursuant to the Special Provisions set forth below) shall be equal to the sum of (a) the “Midpoint” price published in Financial Times Energy’s Gas Daily Daily Price Survey for Mississippi-Alabama, Transco, Station 85 for the day on which such deliveries are made hereunder except in the case of days for which no Midpoint price is posted, in which case the price for such day(s) shall be the first Midpoint price for Mississippi-Alabama, Transco Station 85 published after such day(s) by Gas Daily (the “Index component”) and  (b) one and one-half cents ($0.0150) per MMBtu.

Delivery Period:  Begins June 1, 2002, and extends through May 31, 2007.

Contract Quantity:  20,000 MMBtu per day.

Primary Delivery Point:  Seller’s Southern Natural Gas Company Tier 1 pool Zone 0 - Tier I or Tier II pool, at its discretion (the “SNG Pool”). 

Secondary Delivery Point(s):  Upon mutual agreement between the Parties, in lieu of deliveries at the Primary Delivery Point gas may be delivered to the point of interconnection between the pipeline facilities of Destin Pipeline Company and (i) Transcontinental Gas Pipe Line Corporation; (ii) Florida Gas Transmission Company; (iii) Southern Natural Gas Company; (iv) Tennessee Gas Pipeline Company; (v) Gulf South Pipeline Company or (vi) Mississippi Power Company’s Plant Daniel.  

Special Provisions:  Notwithstanding any provision of the Agreement to the contrary, neither Buyer nor Seller shall have any liability to the other for any inability to deliver or to receive any portion or all of the Contract Quantity at the Primary Delivery Point as a result of Southern Natural Gas Company’s interruption or allocation of deliveries from Seller’s Tier 1 pool unless Buyer and Seller mutually agree SNG Pool; provided, however, that in the event of such interruption or allocation of deliveries from Seller’s SNG Pool, Seller shall have the right to deliver to Buyer at the point of interconnection between the pipeline facilities of Destin Pipeline Company and Southern Natural Gas Company that any portion of the Contract Quantity that cannot be delivered to Buyer at the Primary Delivery Point is to be delivered at an alternative and Buyer shall be obligated to accept delivery of such portion of the Contract Quantity at such point. In the event Seller is unable to deliver or Buyer is unable to receive the interruption or allocation of deliveries from Seller’s SNG Pool  results in the delivery to Buyer of less than ninety percent (90%) of the Contract Quantity on thirty (30) or more days during any calendar year as a result consecutive twelve (12) month period, upon the election of Southern Natural Gas Company’s interruption or allocation of receipts from Seller’s pool, either Party shall have the right to terminate this Transaction on not less than thirty (30) upon at least three (3) days prior written notice to the other Party., the Primary Delivery Point shall cease to be Seller’s SNG Pool and shall instead become the point of interconnection between the pipeline facilities of Destin Pipeline Company and (i) Transcontinental Gas Pipe Line Corporation; (ii) Florida Gas Transmission Company; (iii) Southern Natural Gas Company; (iv) Tennessee Gas Pipeline Company; (v) Gulf South Pipeline Company or (vi) Mississippi Power Company’s Plant Daniel, as selected by Buyer from time to time.  In that event, the Secondary Delivery Point(s) provision set forth above shall be of no further force and effect.

IN WITNESS WHEREOF, duly authorized representatives of the Parties hereto have executed this Agreement in duplicate originals on the day and year first written above.

SOUTHERN COMPANY SERVICES, INC.	ENRON NORTH AMERICA CORP.
“Buyer” “Seller”

By:________________________________	By:___________________________
Title:_______________________________	Title:___________________________________________________
“Buyer”						“Seller”

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