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<SEC-DOCUMENT>0000827052-04-000133.txt : 20041213
<SEC-HEADER>0000827052-04-000133.hdr.sgml : 20041213
<ACCEPTANCE-DATETIME>20041213145048
ACCESSION NUMBER:		0000827052-04-000133
CONFORMED SUBMISSION TYPE:	S-3
PUBLIC DOCUMENT COUNT:		24
FILED AS OF DATE:		20041213
DATE AS OF CHANGE:		20041213

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SOUTHERN CALIFORNIA EDISON CO
		CENTRAL INDEX KEY:			0000092103
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC SERVICES [4911]
		IRS NUMBER:				951240335
		STATE OF INCORPORATION:			CA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-121192
		FILM NUMBER:		041198506

	BUSINESS ADDRESS:	
		STREET 1:		2244 WALNUT GROVE AVE
		STREET 2:		P O BOX 800
		CITY:			ROSEMEAD
		STATE:			CA
		ZIP:			91770
		BUSINESS PHONE:		6263021212

	MAIL ADDRESS:	
		STREET 1:		2244 WALNUT GROVE AVE
		CITY:			ROSEMEAD
		STATE:			CA
		ZIP:			91770

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SCE TRUST II
		CENTRAL INDEX KEY:			0001122392
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-121192-02
		FILM NUMBER:		041198508

	BUSINESS ADDRESS:	
		STREET 1:		2244 WALNUT GROVE AVENUE
		STREET 2:		ROOM 369
		CITY:			ROSEMEAD
		STATE:			CA
		ZIP:			91770
		BUSINESS PHONE:		6263021930

	MAIL ADDRESS:	
		STREET 1:		2244 WALNUT GROVE AVENUE
		CITY:			ROSEMEAD
		STATE:			CA
		ZIP:			91770

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SCE Trust III
		CENTRAL INDEX KEY:			0001311068
		IRS NUMBER:				597250058
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-121192-01
		FILM NUMBER:		041198507

	BUSINESS ADDRESS:	
		STREET 1:		2244 WALNUT GROVE AVENUE
		CITY:			ROSEMEAD
		STATE:			CA
		ZIP:			91770
		BUSINESS PHONE:		(626)302-4801

	MAIL ADDRESS:	
		STREET 1:		2244 WALNUT GROVE AVENUE
		CITY:			ROSEMEAD
		STATE:			CA
		ZIP:			91770

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SCE TRUST I
		CENTRAL INDEX KEY:			0001122391
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-121192-03
		FILM NUMBER:		041198509

	BUSINESS ADDRESS:	
		STREET 1:		2244 WALNUT GROVE AVENUE
		STREET 2:		ROOM 369
		CITY:			ROSEMEAD
		STATE:			CA
		ZIP:			91770
		BUSINESS PHONE:		6263021930

	MAIL ADDRESS:	
		STREET 1:		2244 WALNUT GROVE AVENUE
		CITY:			ROSEMEAD
		STATE:			CA
		ZIP:			91770
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>shelfreg1204.htm
<DESCRIPTION>SCE SHELF REGISTRATION
<TEXT>
<HTML>
<HEAD>
<TITLE>
SCE Shelf Registration</TITLE>
</HEAD>
<BODY>
<PRE>
                     As filed with the Securities and Exchange Commission on December 13, 2004

                                                                                Registration No.  333-________

                                                   UNITED STATES
                                        SECURITIES AND EXCHANGE COMMISSION
                                              Washington, D.C. 20549

                                                     FORM S-3
                                              Registration Statement
                                                       under
                                            The Securities Act of 1933


     Southern California Edison Company                    California                             95-1240335
                 SCE Trust I                                Delaware                              95-7104035
                SCE Trust II                                Delaware                              95-7104036
                SCE Trust III                               Delaware                              59-7250058
  (Exact name of registrant as specified in      (State or other jurisdiction of     (I.R.S. Employer Identification No.)
                its charter)                     incorporation or organization)

                                             2244 Walnut Grove Avenue
                                            Rosemead, California 91770
                                                   626-302-1212
                     (Address, including zip code, and telephone number, including area code,
                                   of registrant's principal executive offices)

                                                Kenneth S. Stewart
                                             Assistant General Counsel
                                      2244 Walnut Grove Avenue (P.O. Box 800)
                                            Rosemead, California 91770
                                                   626-302-6601
                        (Name, address, including zip code, and telephone number, including
                                         area code, of agent for service)



      Approximate Date of Commencement of Proposed Sale to the Public:  From time to time after the effective
date of this registration statement as determined by market conditions.


      If the only  securities  being  registered  on this form are being  offered  pursuant to dividend or interest
reinvestment plans, check the following box._____


      If any of the securities being registered on this form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. <u> X </u>


      If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. _____


      If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check
the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering. _____

      If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.


                                          CALCULATION OF REGISTRATION FEE
- ---------------------------------------- ---------------------- ----------------------------------- ---------------------
   Title of each class of securities         Amount to be           Proposed maximum aggregate           Amount of
          to be registered(1)             registered(1)(2)(3)          offering price(3)(4)         registration fee(5)
- ---------------------------------------- ---------------------- ----------------------------------- ---------------------
First and Refunding Mortgage Bonds
- ---------------------------------------- ---------------------- ----------------------------------- ---------------------
Debt Securities
- ---------------------------------------- ---------------------- ----------------------------------- ---------------------
Preferred Stock
- ---------------------------------------- ---------------------- ----------------------------------- ---------------------
Preferred Securities of SCE Trust I,
SCE Trust II and SCE Trust III (6)
- ---------------------------------------- ---------------------- ----------------------------------- ---------------------
Guarantees of Preferred Securities of
SCE Trust I, SCE Trust II and SCE
Trust III by Southern California
Edison Company (6)
- ---------------------------------------- ---------------------- ----------------------------------- ---------------------
Total                                       $3,225,000,000                $3,225,000,000                  $316,750
- ---------------------------------------- ---------------------- ----------------------------------- ---------------------

(1)   An indeterminate principal amount or number of first and refunding mortgage bonds, debt securities,
      preferred stock and guarantees of Southern California Edison Company and of preferred securities of SCE
      Trust I, SCE Trust II and SCE Trust III as may from time to time be issued at indeterminate prices, with an
      aggregate offering price not to exceed $3,225,000,000.  Debt securities or preferred stock may be issued
      and sold to SCE Trust I, SCE Trust II and SCE Trust III, in which event such securities may later be
      distributed to the holders of preferred securities.
(2)   In United States dollars or the equivalent thereof in any other currency, composite currency or currency
      unit as shall result in an aggregate initial offering price for all securities of $3,225,000,000.
(3)   This amount represents the principal amount of any first and refunding mortgage bonds or debt securities
      issued at their principal amount, the issue price of any first and refunding mortgage bonds or debt
      securities issued at an original issue discount, and the issue price of any preferred stock and preferred
      securities, together with related guarantees.
(4)   Estimated solely for the purpose of calculating the registration fee, which is calculated in accordance
      with Rule 457(o) under the Securities Act of 1933.  Rule 457(o) permits the registration fee to be
      calculated on the basis of the maximum offering price of all the securities listed and, therefore, the
      table does not specify by each class information as to the amount to be registered, the proposed maximum
      offering price per unit or the proposed maximum aggregate offering price.
(5)   Calculated in accordance with Rule 457(o) and Rule 429(b) under the Securities Act of 1933.  There are
      carried forward into this registration statement $725,000,000 aggregate initial offering price of
      securities registered under Registration No. 333-109764.  The registration fee is being paid only with
      respect to the $2,500,000,000 of additional securities being registered hereby.
(6)   Includes the rights of holders of the preferred securities under the guarantees of preferred securities and
      back-up undertakings, consisting of obligations by Southern California Edison Company, as set forth in the
      trust agreement, the applicable indenture and any supplemental indenture thereto, in each case as further
      described in this registration statement.  No separate consideration will be received for any guarantees or
      back-up undertakings.

      The registrants hereby amend this registration statement on such date or dates as may be necessary to delay
its effective date until the registrants shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of
1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.

         PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS CONTAINED IN THIS REGISTRATION
STATEMENT CONSTITUTES A COMBINED PROSPECTUS AND ALSO RELATES TO $725,000,000 OF SECURITIES PREVIOUSLY REGISTERED
BUT REMAINING UNISSUED UNDER REGISTRATION NO. 333-109764.



Page




                                                    PROSPECTUS


                                                  $3,225,000,000

                                        SOUTHERN CALIFORNIA EDISON COMPANY

                First and Refunding Mortgage Bonds, Debt Securities, Preferred Stock and Guarantees

                                                    SCE TRUST I
                                                   SCE TRUST II
                                                   SCE TRUST III

                       Preferred Securities Guaranteed by Southern California Edison Company
                                         (to the extent described herein)


         The securities may be offered and sold from time to time in one or more offerings up to an aggregate
amount of $3,225,000,000.  This prospectus provides you with a general description of the securities that may be
offered.

         Each time securities are sold, a supplement to this prospectus that contains specific information about
the offering and the terms of the securities will be provided.  The supplement may also add, update or change
information contained in this prospectus.  You should carefully read this prospectus and any supplement for the
specific offering before you invest in any of the securities.

         The securities may be sold to or through underwriters, dealers or agents or directly to other
purchasers.  A prospectus supplement will set forth the names of any underwriters, dealers or agents involved in
the sale of the securities, the principal amounts of securities to be purchased by them, and the compensation
they will receive.

         Southern California Edison Company may offer and sell first and refunding mortgage bonds, debt
securities, preferred stock and guarantees of preferred securities.

         SCE Trust I, SCE Trust II and SCE Trust III may offer and sell preferred securities, guaranteed by
Southern California Edison Company to the extent described herein.

         This prospectus may be used to offer and sell securities only if accompanied by the prospectus
supplement for those securities.

         Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus is truthful or complete.  Any representation to
the contrary is a criminal offense.

                                  The date of this Prospectus is __________, 200_



The information in this prospectus is not complete and may be changed.  These securities may not be sold until
the registration statement filed with the Securities and Commission is effective.  This prospectus is not an
offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where
the offer or sale is not permitted.



Page

2

                                                 TABLE OF CONTENTS



About This Prospectus..............................................................................3
Forward-Looking Statements.........................................................................3
Southern California Edison Company.................................................................4
The Trusts.........................................................................................4
Use of Proceeds....................................................................................5
Ratio of Earnings to Fixed Charges and Preferred Stock Dividends...................................5
Description of the Securities......................................................................6
Description of the First Mortgage Bonds............................................................6
Description of the Debt Securities................................................................11
Description of the Preferred Stock................................................................24
Description of Preferred Securities...............................................................27
Description of Preferred Securities Guarantees....................................................34
Description of Expense Agreements.................................................................36
Relationship Defining The Scope Of The Guarantee..................................................36
Experts...........................................................................................37
Validity of the Securities and Preferred Securities Guarantees....................................38
Plan of Distribution..............................................................................38
Where You Can Find More Information...............................................................40




Page 2


                                               ABOUT THIS PROSPECTUS

        This prospectus is provided by Southern California Edison Company, SCE Trust I, SCE Trust II and SCE
Trust III.  In this prospectus, Southern California Edison Company is sometimes referred to as "Southern
California Edison" or by the terms "we," "us" and "our."  SCE Trust I, SCE Trust II and SCE Trust III are
sometimes referred to together as the "trusts" or each separately as a "trust."

        This prospectus is part of a "shelf" registration statement filed with the United States Securities and
Exchange Commission.  By using a shelf registration statement, we and the trusts may sell up to an aggregate of
$3,225,000,000 of any combination of the securities described in this prospectus from time to time in one or more
offerings.  This prospectus only provides you with a general description of the securities that we and the trusts
may offer.  Each time we and/or the trusts sell securities, we will provide a supplement to this prospectus that
contains specific information about the terms of the securities.  The supplement may also add, delete, update or
change information contained in this prospectus.  You should rely on the information in the applicable supplement
if this prospectus and the supplement are inconsistent.  Before purchasing any securities, you should carefully
read both this prospectus and any applicable supplement, together with the additional information described under
the heading "Where You Can Find More Information."

        You should rely only on the information contained or incorporated by reference in this prospectus and in
any supplement.  Neither we nor the trusts have authorized any other person to provide you with different
information.  If anyone provides you with different or inconsistent information, you should not rely on it.
Neither we nor the trusts will make an offer to sell these securities in any jurisdiction where the offer or sale
is not permitted.  You should assume that the information appearing in this prospectus and any supplement is
accurate only as of the dates on their covers.  Our business, financial condition, results of operations and
prospects may have changed since that date.


                                            FORWARD-LOOKING STATEMENTS

        This prospectus, any accompanying supplement and the additional information described under the heading
"Where You Can Find More Information" may contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995.  These statements are subject to risks and uncertainties and are based
on the beliefs and assumptions of our management, relying on information currently available to our management.
When we use words such as "believes," "expects," "anticipates," "intends," "plans," "estimates," "should," or
similar expressions, we are making forward-looking statements.  Forward-looking statements include the
information concerning possible or assumed future results of operations set forth under the headings "Business"
and "Management's Discussion and Analysis of Financial Condition and Results of Operations" or similar headings
in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as information in our Current
Reports on Form 8-K, incorporated by reference into this prospectus.

        Forward-looking statements are not guarantees of performance.  Our future results and shareholder value
may differ materially from those expressed in these forward-looking statements.  Many of the factors that will
determine these results and value are beyond our ability to control or predict.  These statements are necessarily
based upon various assumptions involving judgments about the future including, among others, our ability to
achieve revenue growth, national, international, regional and local economic, competitive and regulatory
conditions and developments, technological developments, capital market conditions, inflation rates, interest
rates, energy markets, weather conditions, regulatory and legal decisions, the pace of deregulation of retail
electricity, the timing and extent of changes in commodity prices for oil, natural gas and electricity, the
timing and success of business development efforts, new or increased environmental liabilities, and other
uncertainties.  We and the trusts caution you not to put undue reliance on any forward-looking statements.  For
those statements, we and the trusts claim the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995.



Page 3


        You should also consider any other factors contained in this prospectus or in any accompanying
supplement, including the information incorporated by reference into this prospectus or into any accompanying
supplement.


                                        SOUTHERN CALIFORNIA EDISON COMPANY

        Southern California Edison is an investor-owned electric utility company, providing retail electric
service to 4.5 million business and residential customers over a 50,000 square mile service area in coastal,
central, and southern California, excluding the City of Los Angeles and certain other cities.  We own and operate
transmission and distribution facilities and hydroelectric, coal, and nuclear power plants for the purpose of
serving our customers' electricity needs.  In addition to power provided from our own generating resources, we
procure power through long-term contracts from a variety of sources including other utilities, merchant
generators, and other non-utility generators, including qualifying facilities.  Our customers also receive power
purchased on their behalf through contracts signed by the California Department of Water Resources.  Based in
Rosemead, California, Southern California Edison was incorporated in California in 1909, and now has assets of
more than $19 billion.

         All of our common stock is owned by Edison International, a holding company with subsidiaries involved
in both electric utility and non-electric utility businesses.  The mailing address and telephone number of our
principal executive offices are P.O. Box 800, Rosemead, CA 91770 and (626) 302-1212.


                                                    THE TRUSTS

         Southern California Edison created three Delaware statutory trusts under three separate trust
agreements.  The trusts are named SCE Trust I, SCE Trust II and SCE Trust III.  Southern California Edison plans
to enter into an amended and restated trust agreement for each trust, which will state the terms and conditions
for each trust to issue and sell its preferred securities and common securities.  Forms of the amended and
restated trust agreements are filed as exhibits to the registration statement of which this prospectus is a part.

         Each trust will exist solely to:

     o   issue and sell its preferred securities (representing undivided beneficial interests in the assets of
                the trust) to the public;

     o   issue and sell its common securities (representing undivided beneficial interests in the assets of the
         trust) to Southern California Edison;

     o   use the proceeds from the sale of its preferred and common securities to purchase a series of either
         Southern California Edison's subordinated debt securities or preferred stock;

     o   distribute the cash payments it receives on the subordinated debt securities or preferred stock it owns
         to the holders of the preferred and common securities; and

     o   engage in other activities that are necessary or incidental to these purposes.

         Southern California Edison will purchase all of the common securities of each trust.  The common
securities will represent an aggregate liquidation amount equal to a percentage of each trust's total
capitalization, as specified in a prospectus supplement.  The preferred securities will represent the remaining
percentage of each trust's total capitalization.  The common securities will have terms substantially identical
to, and will rank equal in priority of payment with, the preferred securities.  However, if Southern California
Edison defaults on the related subordinated debt securities or preferred stock, then cash distributions and
liquidation, redemption and other amounts payable on the common securities will be subordinate in priority of
payment to the similar amounts payable on the preferred securities.


Page 4



         The preferred securities will be guaranteed by Southern California Edison as described later in this
prospectus.

         Southern California Edison has appointed five trustees to conduct each trust's business and affairs:

     o   JPMorgan Chase Bank, N.A., as the "property trustee;"

     o   Chase Manhattan Bank USA, National Association, as the "Delaware trustee;" and

     o   Three Southern California Edison officers or employees, as the "regular trustees."

         Except under certain limited circumstances, only Southern California Edison can remove or replace the
trustees.  Southern California Edison also can increase or decrease the number of trustees.  The holders of
preferred securities may have the ability to elect additional trustees in the event of a specified payment
default.

         Southern California Edison will pay all fees and expenses related to each trust and each offering of the
related preferred securities and will pay all ongoing costs and expenses of each trust, except the respective
trust's obligations under the related preferred and common securities.

         None of the trusts will have any independent operations.  Each trust exists solely for the reasons
summarized above.

         The principal offices of each trust are located at 2244 Walnut Grove Avenue, Rosemead, California 91770,
and the telephone number of each trust is (626) 302-1930.


                                                  USE OF PROCEEDS

         Except as otherwise described in a prospectus supplement, we or the trusts, as applicable, intend for
the net proceeds of the offered securities to be used by:

     o   Southern California Edison to redeem, repay or retire outstanding debt or other securities, to finance
         construction expenditures, for other general corporate purposes, or to reduce short-term debt
         incurred to finance such activities; and

     o   the trusts to purchase subordinated debt securities or preferred stock of Southern California Edison.


                         RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

         The following table sets forth the ratios of Southern California Edison's earnings to combined fixed
charges and preferred stock dividends and to fixed charges, for each year in the five-year period ended
December 31, 2003, and for the nine months ended September 30, 2003 and September 30, 2004:

                                                            Year Ended December 31,               9 Mos. Ended
                                                            -----------------------               ------------
                                                    1999     2000     2001    2002    2003     9/30/03    9/30/04
                                                    ----     ----     ----    ----    ----     -------    -------
Ratio of Earnings to Combined Fixed Charges
   and Preferred Stock Dividends . . . . . . . . .  2.71     (a)      5.87    4.02    3.63       4.13       4.06
Ratio of Earnings to Fixed Charges . . . . . . . .  2.94     (a)      6.15    4.21    3.81       4.35       4.31


 (a) In the year ended December 31, 2000, earnings were inadequate to cover either combined fixed charges and
     preferred stock dividends or fixed charges alone.  An additional $3,083,698,000 in earnings would have been
     required to achieve a one-to-one ratio as to combined fixed charges and preferred stock dividends.  An
     additional $3,049,944,000 in earnings would have been required to achieve a one-to-one ratio as to fixed
     charges alone.


                                           DESCRIPTION OF THE SECURITIES

         The following is a general description of the terms and provisions of the securities we and/or the
trusts may offer and sell by this prospectus in one or more distinct offerings.  These summaries are not


Page 5


meant to be a complete description of each security.  This prospectus and any accompanying prospectus supplement will
contain the material terms and conditions for each security.  The prospectus supplement may add, update or change
the terms and conditions of the securities as described in this prospectus.  For more information about the
securities, please refer to:

     o   the indenture between Southern California Edison and The Bank of New York, successor to Harris Trust and
         Savings Bank, and D.G. Donovan, successor to Pacific-Southwest Trust &amp; Savings Bank, as trustees,
         dated as of October 21, 1923, as amended and supplemented, for the issuance of first and
         refunding mortgage bonds, which we refer to as the "first mortgage bond indenture" in this
         prospectus;

     o   the indenture between Southern California Edison and The Bank of New York, successor to Harris Trust and
         Savings Bank, as trustee, dated as of January 15, 1993, for the issuance of senior debt
         securities, which we refer to as the "senior indenture" in this prospectus;

     o   the indenture between Southern California Edison and JPMorgan Chase Bank, N.A., as trustee, for the
         issuance of subordinated debt securities, which we refer to as the "subordinated indenture" in
         this prospectus;

     o   Southern California Edison's restated articles of incorporation, including the certificates of
         determination of preferences for outstanding series of preferred stock;

     o   the amended and restated trust agreement of each trust, which we refer to as the "trust agreement" in
         this prospectus; and

     o   the guarantee agreement between Southern California Edison and JPMorgan Chase Bank, N.A., as trustee,
         relating to Southern California Edison's guarantee of the preferred securities issued by each
         trust.

         We and the trusts have filed or incorporated by reference forms or copies of these documents as exhibits
to the registration statement.  In this prospectus we sometimes refer to the senior indenture and subordinated
indenture together as the "unsecured indentures" and each separately as an "unsecured indenture."  We refer to
each trustee for each indenture as the "indenture trustee."  The first mortgage bond indenture and the unsecured
indentures are governed by the Trust Indenture Act of 1939 and may be supplemented or amended from time to time.
The senior indenture and the subordinated indenture are substantially similar, but differ in some important
respects.  The material differences between the senior indenture and the subordinated indenture are set forth in
the description below under "Description of the Debt Securities."

                                      DESCRIPTION OF THE FIRST MORTGAGE BONDS

         The following description discusses the general terms and provisions of the first and refunding mortgage
bonds that we may offer by this prospectus in one or more distinct offerings.  In this prospectus, we refer to
the first and refunding mortgage bonds as "first mortgage bonds" or "bonds."  The first mortgage bonds will be an
additional series of our secured debt securities created by resolution of our board of directors or the executive
committee of the board, or by an action of one or more of our authorized officers, and will be issued under the
first mortgage bond indenture, as amended and supplemented by supplemental indentures.

         The first mortgage bond indenture gives us broad authority to set the particular terms of each series of
first mortgage bonds, including the right to modify certain of the terms contained in the first mortgage bond
indenture.  The particular terms of a series of bonds and the extent, if any, to which the particular terms of
the issue modify the terms of the first mortgage bond indenture will be described in the prospectus supplement
relating to the bonds.


Page 6


         The first mortgage bond indenture contains the full legal text of the matters described in this
section.  Because this section is a summary, it does not describe every aspect of the first mortgage bonds or the
first mortgage bond indenture.  This summary is subject to and qualified by all the provisions of the first
mortgage bond indenture, including definitions of terms used in the first mortgage bond indenture.  Therefore,
you should read carefully the detailed provisions of the first mortgage bond indenture, which we have
incorporated by reference as an exhibit to the registration statement that includes this prospectus.  This
summary also is subject to and qualified by the description in the applicable prospectus supplement of the
particular terms of the first mortgage bonds and any applicable supplemental indenture.

General

         Before issuing each series of first mortgage bonds, we will specify the terms of that series through a
board or executive committee resolution or officer action and a supplemental indenture.  The applicable
prospectus supplement will contain a description of the following terms, among others, of each series of first
mortgage bonds:

        o   the title of the bonds;

        o   any limit on the aggregate principal amount of the bonds of that series;

        o   the price at which the bonds will be issued;

        o   the date or dates on which principal will be payable or how to determine the dates;

        o   the rate or rates or method of determining interest; the date or dates from which interest will accrue;
            he dates on which interest will be payable, which we refer to as the "interest payment dates;"
            nd any record dates for the interest payable on the interest payment dates;

        o   the place or places where payments on the bonds will be made;

        o   any obligation or option on our part to redeem, purchase or repay bonds; any option of the holder to
            require us to redeem or repurchase bonds; and the terms and conditions upon which the bonds will
            be redeemed, purchased or repaid;

        o   the denominations in which the bonds will be issued;

        o   whether the bonds are to be issued in whole or in part in the form of one or more global bonds and, if
            so, the identity of the depositary for the global bonds;

        o   whether the bonds are to be issued in whole or in part in the form of one or more global debt securities
            and, if so, the identity of the depositary for the global debt securities;

        o   whether the bonds may be issued in the form of bearer securities or registered securities, or both, and
            provisions related thereto;

        o   if bearer securities are issuable, the terms and conditions upon which (a) interest payments will be
            credited to the persons entitled to them, (b) interests in a temporary global bond may be
            exchanged for interests in a definitive global bond or for definitive bonds, and (c) interests in
            any definitive global bond may be exchanged for definitive bonds;

        o   if other than United States dollars, the currency or currencies in which the bonds will be denominated
            and principal and interest will be payable;

        o   any index used to determine the amount of payments of principal of and any premium and interest on the
            bonds;

        o   any deletions, modifications or additions to the covenants or events of default provided for the bonds;

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        o   whether the bonds are subject to discharge and defeasance at our option; and

        o   any other terms of the bonds.

Security

         The first mortgage bonds when issued, will, as to the security afforded by the first mortgage bond
indenture, be secured equally and ratably with all other first mortgage bonds by a legally valid first lien or
charge on substantially all of the property and franchises now owned by us (with exceptions and exclusions noted
below).  Such lien and our title to our properties are subject to the terms of franchises, licenses, easements,
leases, permits, contracts and other instruments under which properties are held or operated, statutes and
governmental regulations, liens for taxes and assessments, and liens of the indenture trustees.  In addition,
such liens and our title to our properties are subject to other liens, prior rights and other encumbrances, none
of which, with minor or insubstantial exceptions affects from a legal standpoint the security for the first
mortgage bonds or our rights to use such properties in our business, unless the matters with respect to our
interest in the Four Corners Generating Station and the related easement and lease referred to in the following
paragraph may be so considered.

         Our rights and the rights of the indenture trustees in the Four Corners Generating Station in northern
New Mexico, located on land of the Navajo Nation under an easement from the United States and a lease from the
Navajo Nation, may be subject to possible defects, including possible conflicting grants or encumbrances not
ascertainable because of the absence of or inadequacies in the applicable recording law and the record systems of
the Bureau of Indian Affairs and the Navajo Nation, our possible inability to resort to legal process to enforce
our rights against the Navajo Nation without Congressional consent, possible impairment or termination under
certain circumstances of the easement and lease by the Navajo Nation, Congress, or the Secretary of the Interior,
and the possible invalidity of the Indenture lien against our interest in the easement, lease, and improvements
at the Four Corners Generating Station.  We cannot predict what effect, if any, such possible defects may have on
our interest in the Four Corners Generating Station.

         The first mortgage bond indenture provides that property hereafter acquired (other than excepted kinds
noted below) will become subject to the lien of the first mortgage bond indenture.  Such property may be subject
to prior liens and other encumbrances.

         Properties excepted from the lien of the first mortgage bond indenture include cash, accounts
receivable, deposits, bills and notes, contracts, leases under which we are lessor, securities not specifically
required to be pledged, office equipment, vehicles, and all materials, supplies and electric energy acquired or
produced for sale, consumption or use in the ordinary conduct of business.

Special Trust Fund

         We are required to deposit in a special trust fund with The Bank of New York, as trustee, on each May 1
and November 1, cash equal to 1 1/2% (subject to redetermination by agreement between us and The Bank of New York,
as trustee) of the aggregate principal amount of the first mortgage bonds and underlying bonds then outstanding
(excluding certain bonds and underlying bonds, such as bonds called for redemption), less certain amounts paid or
credited in respect of underlying bonds.  The term "underlying bonds" is defined in the first mortgage bond
indenture to mean any bonds or other evidence of indebtedness secured by property subsequently acquired by us.
Amounts in the special trust fund may, in general, be paid out for payment, redemption (at the redemption prices,
including applicable premiums, set forth in the first mortgage bonds and subject to the limitation on refunding
applicable to various series) or purchase of first mortgage or underlying bonds, or to reimburse us for the
acquisition of certain additional properties.  The foregoing deposit requirement has not affected our cash flow,
because the cash deposited has been simultaneously offset by its payment to us to reimburse us for the
acquisition of additional properties.  Thus, there currently are no funds on deposit in the Special Trust Fund.



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Issue of Additional Bonds

         In general, additional Bonds, ranking equally and ratably with the first mortgage bonds, may be issued,
subject to certain restrictions and requirements described below, in principal amounts equal to:

a.       Certain bonds and underlying bonds acquired, redeemed or otherwise retired.

b.       Cash deposited to pay or redeem Bonds or underlying bonds.

c.       6-2/3% of the net amount of additional property constructed or acquired by us and not theretofore used for
         other purposes under the first mortgage bond indenture, subject to certain restrictions.

d.       Cash deposited in an advance construction account with The Bank of New York, as trustee (in certain
         events with such trustee's consent), to be withdrawn to reimburse us for 66?% of unbonded
         additional property.

         As of September 30, 2004, the amount of first mortgage bonds acquired, redeemed or otherwise retired
against which bonds might be issued under the first mortgage bond indenture pursuant to clause (a) above was
approximately $655 million.  The net amount of additional property against which bonds might be issued under the
first mortgage bond indenture pursuant to clause (c) above was approximately $12.1 billion, resulting in the
ability to issue $8.07 billion of Bonds pursuant to clause (c) (i.e. $12.1 billion x .6666 = $8.07 billion).  The
aggregate amount of bonds which we could issue under clauses (a) and (c) above would, if other conditions were
met, be approximately $8.72 billion.  As of September 30, 2004, we had $4.22 billion of our first mortgage bonds
outstanding (including the first mortgage bonds issued to secure a $700 million revolving credit facility).

         Furthermore, in addition to the first mortgage bond indenture's bondable property requirement described
in clause (c) above, the first mortgage bond indenture also provides that additional first mortgage bonds may not
be issued unless our net earnings (as defined) for twelve months shall have been at least two and one-half (2.5x)
times our total annual first mortgage bond interest charge.  For the twelve months ended September 30, 2004, such
net earnings were 10.49 times such annual bond interest charges, which would limit the amount of additional bonds
we could issue to $11.0 billion.  Notwithstanding the net earnings requirement, additional first mortgage bonds
may be issued under the provisions referred to in (a) and (b) above under some circumstances involving, among
other things, issuance of bonds not bearing a higher interest rate than the bonds to be retired, issuance of
bonds to pay or redeem bonds maturing within two years and issuance of bonds on the basis of acquisition,
redemption or other retirement of underlying bonds.  Additional first mortgage bonds may not be issued under the
provisions referred to in paragraphs (c) and (d) above during any period when indebtedness secured by a prior
lien on acquired utility property has not been established as underlying bonds.

         Other than the security afforded by the lien of the first mortgage bond indenture and restrictions on
the issuance of additional bonds described above, there are no provisions of the first mortgage bond indenture
which afford holders of the first mortgage bonds protection against us increasing our ratio of total debt to
total "bondable" assets.

Defaults and Other Provisions

         The first mortgage bond indenture provides that the following are defaults:

         o      default in payment of principal;

         o      default for 60 days in payment of interest or satisfaction of the special trust fund obligation;

         o      default under our covenants and conditions in the first mortgage bond indenture or in the bonds
                for 60 days after written notice by The Bank of New York, as trustee;


Page 9


         o      certain acts of bankruptcy and certain events in bankruptcy, insolvency, receivership or
                reorganization proceedings; and

         o      our failure to discharge or stay within 60 days any judgment against us for the payment of money
                in excess of $100,000.

         A California court may not strictly enforce certain of our covenants contained in the first mortgage
bond indenture or the first mortgage bonds or allow acceleration of the due date of the first mortgage bonds if
it concludes that such enforcement or acceleration would be unreasonable under the then existing circumstances.
However, we believe that acceleration would be available if an event of default occurs as a result of a material
breach of a material covenant contained in the first mortgage bond indenture or the first mortgage bonds.

         The first mortgage bond indenture and the Trust Indenture Act of 1939 require us to file with an
indenture trustee documents and reports with respect to the absence of default and compliance with the terms of
the first mortgage bond indenture annually and upon the authentication and delivery of additional first mortgage
bonds, the release of cash or property, the satisfaction and discharge of the first mortgage bond indenture, or
any other action requested to be taken by an indenture trustee at our request.

         The holders of a majority in principal amount of outstanding first mortgage bonds may require the
indenture trustees to enforce the lien of the first mortgage bond indenture upon the happening (and continuance
for the prescribed grace period, if any) of any of the defaults referred to above, and upon the indemnification
of the indenture trustees to their reasonable satisfaction.

Concerning the Trustees

         The Bank of New York and certain of its affiliates act as trustees for our senior debt securities and
certain pollution control bonds issued on our behalf . The Bank of New York also is the trustee under an
indenture under which our parent, Edison International, may issue debt securities in the future.  We maintain
bank deposits with The Bank of New York and may borrow money from the bank from time to time.

         Neither by the first mortgage bond indenture nor otherwise are the indenture trustees restricted from
dealing in the first mortgage bonds as freely as though they were not indenture trustees.  However, the Trust
Indenture Act provides that if either indenture trustee acquires or has acquired a conflicting interest, as
defined in the Trust Indenture Act, and a default under the first mortgage bond indenture occurs or has occurred,
such indenture trustee must within 90 days following the default eliminate such conflict, cure the default or
resign.  The Trust Indenture Act provides that an indenture trustee with an uncured conflict of interest will not
be required to resign if it can show that the conflict will be cured or the default waived within a reasonable
time and a stay of its duty to resign is not inconsistent with the interests of the holders of the outstanding
bonds.  In certain cases, the first mortgage bond indenture and the Trust Indenture Act require an indenture
trustee to share the benefit of payments received as a creditor after the beginning of the third month prior to a
default.

Modification of the Indenture

         The holders of 80% in principal amount of all first mortgage bonds outstanding may authorize release of
trust property, waive defaults and authorize certain modifications of the first mortgage bond indenture proposed
by us and consented to by the indenture trustee.  However, our obligation to pay principal and interest will
continue unimpaired; and such modifications may not include, among other things, modifications giving any bonds
preference over other bonds or authorizing any lien prior to that of the first mortgage bond indenture.  In
addition, modifications of rights of any series require the assent of the holders of 80% in principal amount of
the bonds of such series.


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Global Securities

         We may issue first mortgage bonds of any series in whole or in part in the form of one or more global
securities that will be deposited with, or on behalf of, a depositary identified in the prospectus supplement
relating to that series.  Global securities may be issued in either registered or bearer form and in either
temporary or permanent form.  Unless and until it is exchanged in whole or in part for individual certificates
evidencing first mortgage bonds in definitive form, a global security may not be transferred except as a whole by
the depositary for that global security to a nominee of that depositary or by a nominee of that depositary to
that depositary or another nominee of that depositary or by that depositary or that nominee to a successor of
that depositary or a nominee of that successor.  We will describe the specific terms of the depositary
arrangement for a series of first mortgage bonds in the prospectus supplement relating to that series.


                                        DESCRIPTION OF THE DEBT SECURITIES

         The following description discusses the general terms and provisions of the debt securities other than
first mortgage bonds that we may offer by this prospectus in one or more distinct offerings.  We may issue the
debt securities as senior debt securities or subordinated debt securities.  The indebtedness represented by the
senior debt securities will rank equally with all other unsecured and unsubordinated debt of Southern California
Edison.  The indebtedness represented by the subordinated debt securities will rank junior and be subordinate in
right of payment to the prior payment in full of the senior debt of Southern California Edison, to the extent and
in the manner set forth in the applicable prospectus supplement for the securities.  (See "Subordination" below.)

         At September 30, 2004, Southern California Edison had approximately $4.5 billion of senior secured
indebtedness that effectively would rank senior to any senior debt securities and approximately $825 million of
indebtedness that would be pari passu with any senior debt securities.  At September 30, 2004, Southern
California Edison also had approximately $5.3 billion of senior indebtedness that would rank senior to any
subordinated debt securities.  The amounts of senior secured indebtedness and other senior indebtedness include
$3.5 billion of first mortgage bonds and $808 million of rate reduction notes previously issued by or on behalf
of Southern California Edison.  As described above under "Description of the First Mortgage Bonds," the first
mortgage bonds are issued under and secured by the first mortgage bond indenture, which creates a lien on
substantially all the properties of Southern California Edison for the benefit of the holders of the first
mortgage bonds.  The rate reduction notes are secured by a right to receive certain charges from electricity
customers of Southern California Edison.  The debt securities other than first mortgage bonds that we are
offering by this prospectus are not secured by any assets or property of Southern California Edison.

         The unsecured indentures give us broad authority to set the particular terms of each series of debt
securities, including the right to modify certain of the terms contained in the indentures.  The particular terms
of a series of debt securities and the extent, if any, to which the particular terms of the issue modify the
terms of the unsecured indenture will be described in the prospectus supplement relating to the debt securities.

         Each unsecured indenture contains the full legal text of the matters described in this section.  Because
this section is a summary, it does not describe every aspect of the debt securities or the applicable indenture.
This summary is subject to and qualified by all the provisions of the applicable indenture, including definitions
of terms used in any such indenture.  Therefore, you should read carefully the detailed provisions of the
unsecured indentures, which we have incorporated by reference as exhibits to the registration statement that
includes this prospectus.  This summary also is subject to and qualified by the description of the particular
terms of the debt securities in the applicable prospectus supplement.


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General

         We may issue an unlimited amount of debt securities under each unsecured indenture in one or more
series, up to the aggregate principal amounts that may be authorized by us from time to time.

         The debt securities will be unsecured obligations of Southern California Edison.

         Before issuing each series of debt securities, we will specify the terms of that series through a board
resolution, officers' certificate or supplemental indenture.  The applicable prospectus supplement will contain a
description of the following terms, among others, of each series of debt securities:

        o    the title of the debt securities;

        o    any limit on the aggregate principal amount of the debt securities of that series;

        o    the price at which the debt securities will be issued;

        o    the date or dates on which principal will be payable or how to determine the dates;

        o    the rate or rates or method of determining interest; the date or dates from which interest will accrue;
             the dates on which interest will be payable, which we refer to as the "interest payment dates;"
             any record dates for the interest payable on the interest payment dates; and any special
             provisions for the payment of additional amounts with respect to the debt securities;

        o    the place or places where payments on the debt securities will be made;

        o    any obligation or option on our part to redeem, purchase or repay debt securities; any option of the
             holder to require us to redeem or repurchase debt securities; and the terms and conditions upon
             which the debt securities will be redeemed, purchased or repaid;

        o    any provision for deferral of interest payments;

        o    the denominations in which the debt securities will be issued (if other than denominations of $1,000 and
             any integral multiple thereof);

        o    whether the debt securities are to be issued in whole or in part in the form of one or more global debt
             securities and, if so, the identity of the depositary for the global debt securities;

        o    whether the debt securities may be issued in the form of bearer securities or registered securities, or
             both, and provisions related thereto;

        o    if bearer securities are issuable, the terms and conditions upon which (a) interest payments will be
             credited to the persons entitled to them, (b) interests in a temporary global security may be
             exchanged for interests in a definitive global security or for definitive debt securities, and
             (c) interests in any definitive global security may be exchanged for definitive debt securities;

        o    if other than United States dollars, the currency or currencies in which the debt securities will be
             denominated and principal and interest will be payable;

        o    any index used to determine the amount of payments of principal of and any premium and interest on the
             debt securities;

        o    any deletions, modifications or additions to the covenants or events of default provided for the debt
             securities;

        o    whether the debt securities are subject to discharge and defeasance at our option; and

        o    any other terms of the debt securities.


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         In addition, we will set forth in the prospectus supplement for any offering of subordinated debt
securities the following terms to the extent they are applicable:

        o    any right to extend the interest payment periods;

        o    whether the series of subordinated debt securities will be junior in right of payment to any other
             series; and

        o    any changes in the subordination provisions of the subordinated indenture with respect to the series.

         We may also issue debt securities as original issue discount securities to be offered and sold at a
substantial discount below their stated principal amount.  We will describe in a prospectus supplement the
federal income tax consequences and other special considerations applicable to any original issue discount
securities.

Form of Debt Securities

         We may issue the senior debt securities as registered securities, bearer securities or both.  We may
issue the subordinated debt securities only as registered securities, unless we enter into a supplemental
indenture that provides for bearer securities.  We also may issue the debt securities of a series in whole or in
part in the form of one or more global securities, as described below under the heading "Global Securities."
Unless we specify otherwise in a prospectus supplement, registered securities denominated in United States
dollars will be issued only in the denominations of $1,000 and any integral multiple thereof and bearer
securities denominated in United States dollars will be issued only in denominations of $1,000, $10,000, and
$100,000.  All debt securities of any one series will be substantially identical except as to denomination and as
otherwise provided by a board resolution, officer's certificate or supplemental indenture.  For any series of
debt securities denominated in a foreign or composite currency, we will specify the denominations and any special
United States federal income tax and other related considerations in a prospectus supplement.  No service charge
will be made for any transfer or exchange of debt securities, but we may require payment of a sum sufficient to
cover any applicable tax or other governmental charge.

Payment of Debt Securities

         Registered Securities.  Unless we state otherwise in a prospectus supplement, we will make payments with
respect to debt securities that are in registered form as follows:

        o    We will pay interest on each interest payment date to the person in whose name the debt security is
             registered at the close of business on the regular record date for the interest payment.  At our
             option, we may pay interest by mailing a check to each holder's registered address or by wire
             transfer to an account designated by the holder under an arrangement that is satisfactory to the
             indenture trustee and us.

        o    We will pay principal of and any premium on registered securities at their stated maturity, upon
             redemption or when otherwise due, upon presentation of the debt securities at the corporate trust
             office of the respective indenture trustee in Chicago, Illinois, for senior debt securities, and
             New York, New York, for subordinated debt securities.

         Bearer Securities.  Unless we state otherwise in a prospectus supplement, we will make payments in the
designated currency with respect to senior debt securities that are in bearer form as follows:

        o    We will pay interest on each interest payment date only upon presentation of the coupon for the interest
             payment at a paying agency outside the United States designated by us.


Page 13

        o    We will pay principal of and any premium on bearer securities at their stated maturity, upon redemption
             or when otherwise due, upon presentation of the debt securities at a paying agency outside the
             United States designated by us.

        o    At the option of a holder of bearer debt securities, we will also pay any principal, premium or interest
             by mailing a check or by wire transfer to an account with a bank located outside the United
             States.

         Unless we state otherwise in a prospectus supplement, we will not make any payment with respect to a
bearer senior debt security within the United States (including payment at the corporate trust office of the
indenture trustee or any other paying agency in the United States, by transfer to an account in the United
States, or by mail to an address in the United States), except if payment at all paying agencies outside the
United States is illegal or effectively precluded by exchange controls or other similar restrictions.  In that
case, we will pay principal of and premium, if any, and interest on bearer senior debt securities in United
States dollars at the corporate trust office of the indenture trustee in Chicago, Illinois.

         Paying Agents.  In a prospectus supplement, we will name any paying agents other than the indenture
trustee that we have initially appointed for a series of debt securities.  We may terminate the appointment of
any of the paying agents at any time, except that we will maintain at least one paying agent in Chicago, Illinois
for registered senior debt securities and at least one paying agent in a city outside the United States so long
as any bearer senior debt securities are outstanding.  In addition, we will maintain a paying agent in London or
Luxembourg or any city outside the United States, if that is required by a stock exchange on which a series of
senior debt securities is listed.

         Any money we provide to a paying agent for the payment of principal, premium or interest that remains
unclaimed at the end of two years after the payment became due and payable will be repaid to us.  Thereafter, the
holder of debt securities entitled to such payment must look only to us for payment.

Exchanges and Transfers of Debt Securities

         Subject to the provisions of the applicable indenture and prospectus supplement, you may exchange your
debt securities (other than debt securities represented by a global security, except as set forth below) for
other debt securities of the same series with the same interest rate, maturity and total principal amount, as
described in this section.  You may have your debt securities divided or combined into smaller or larger
authorized denominations.  If you hold bearer senior debt securities, you may exchange them (with the remaining
coupons) for registered senior debt securities or other bearer senior debt securities, but the exchange must be
made outside the United States.  If you hold registered securities, you may not exchange them for bearer
securities.

         You may exchange or transfer your registered debt securities, other than debt securities represented by
a global security, at the office of the indenture trustee or another transfer agent designated by us and named in
a prospectus supplement.  We have appointed the indenture trustee to act as the security registrar for
registering debt securities in the names of holders and transferring debt securities.  We may appoint, remove or
add additional transfer agents and change their locations.  If we issue bearer debt securities, we will maintain
a transfer agent outside the United States where they may be exchanged.  If you hold bearer senior debt
securities, you may transfer them by delivering the certificate to the new holder.  There will be no service
charge for transfer or exchange of your debt securities, but you may be required to pay for any related taxes and
other governmental charges.



Page 14

         In the event of any redemption, we are not required to:

        o   issue, register the transfer of or exchange the debt securities during a period of 15 days before giving
            any notice of redemption;

        o   register the transfer of or exchange any registered security selected for redemption in whole or in
            part, except the unredeemed portion of any registered security being redeemed in part;

        o   exchange any bearer senior debt security selected for redemption, except that a bearer senior debt
            security may be exchanged for a registered senior debt security of the same series if the debt
            securities of the series are issuable as registered securities; or

        o   register the transfer of or exchange any debt security if the holder of the debt security has expressed
            the right, if any, to require us to repurchase the debt security in whole or in part, except that
            portion of the debt security not required to be repurchased, provided that the debt security
            shall be immediately surrendered for redemption with written instructions for payment consistent
            with the provisions of the indenture.

Redemption of Debt Securities

         We will set forth any terms for the redemption of debt securities in a prospectus supplement.  Unless we
indicate differently in a prospectus supplement, and except for debt securities redeemable at the option of the
registered holder, we may redeem debt securities upon notice by mail between 30 and 60 days before the redemption
date.  If we choose to redeem less than all of the debt securities of any series or tranche of a series, the
indenture trustee will select the debt securities to be redeemed.  The indenture trustee will choose a method of
selection it deems fair and appropriate unless another method has been specified in accordance with the indenture.

         Debt securities will cease to bear interest on the redemption date.  We will pay the redemption price
and any accrued interest once you surrender the debt security for redemption (along with any remaining coupons in
the case of bearer senior debt securities).  If only part of a debt security is redeemed and you have surrendered
the debt security, the indenture trustee will deliver to you a new debt security of the same series for the
remaining portion without charge.

Global Securities

         We may issue debt securities of any series in whole or in part in the form of one or more global
securities that will be deposited with, or on behalf of, a depositary identified in the prospectus supplement
relating to that series.  Global securities may be issued in either registered or bearer form and in either
temporary or permanent form.  Unless and until it is exchanged in whole or in part for individual certificates
evidencing first mortgage bonds in definitive form, a global security may not be transferred except as a whole by
the depositary for that global security to a nominee of that depositary or by a nominee of that depositary to
that depositary or another nominee of that depositary or by that depositary or that nominee to a successor of
that depositary or a nominee of that successor.  We will describe the specific terms of the depositary
arrangement for a series of debt securities in the prospectus supplement relating to that series.

Events of Default and Remedies for Senior Debt Securities

         This section contains descriptions of the events of default and remedies specified in the senior
indenture for the senior debt securities.  The corresponding provisions for the subordinated debt securities,
which differ in some material respects, are described in the next following section under the heading "Events of
Default and Remedies for Subordinated Debt Securities."



Page 15

         Defaults.  An "event of default" under the senior indenture occurs with respect to any series of senior
debt securities if:

        o   we do not pay any installment of interest on senior debt securities of the series within 30 days of when
            it is due;

        o   we do not pay principal or premium on any senior debt securities of the series when it is due;

        o   we do not pay any sinking fund installment on senior debt securities of the series when it is due;

        o   we remain in breach of any other covenant or agreement in the senior indenture for 60 days after
            receiving notice from the indenture trustee or the holders of 25 percent in principal amount of
            all the outstanding senior debt securities;

        o   we fail to pay any indebtedness of more than $10,000,000 when it is finally due and do not fully cure
            the failure within 30 days after receiving of notice from the indenture trustee or the holders of
            25 percent in principal amount of all the outstanding senior debt securities; or

        o   we file for bankruptcy or become subject to specified proceedings involving bankruptcy, insolvency or
            reorganization.

         An event of default with respect to one series of senior debt securities does not necessarily constitute
an event of default with respect to any other series of senior debt securities.  We are required to file with the
indenture trustee an annual officer's certificate indicating whether we are in default under the senior indenture.

         Acceleration.  If an event of default occurs and is continuing with respect to any series of senior debt
securities, either the indenture trustee or the holders of 25 percent in principal amount of the senior debt
securities of the series (or in the case of defaults described in the last three bulleted clauses under
"Defaults" above, the holders of 25 percent in principal amount of all the senior debt securities) may declare the
principal amount of the senior debt securities of that series (or of all the senior debt securities, as the case
may be) to be immediately due and payable.  After a declaration of acceleration has been made and before the
indenture trustee has obtained a judgment or decree for payment of the money due, the holders of a majority in
principal amount of senior debt securities of that series or of all of the senior debt securities, as the case
may be, may rescind and annul the acceleration if we have paid any past due payments of principal, premium or
interest and met certain other conditions.  In certain cases, the holders of a majority in principal amount of
the senior debt securities of any series or of all the senior debt securities, as the case may be, may waive any
past default or event of default.

         Actions by Indenture Trustee and Holders.  The senior indenture contains the following provisions
regarding the actions of the indenture trustee and the holders of the senior debt securities after an event of
default:

        o    The indenture trustee must give notice of a default to the holders of senior debt securities of the
             affected series within 90 days after a default occurs that is known to the indenture trustee, if
             the default is not cured or waived.  However, the indenture trustee may withhold the notice if it
             determines in good faith that it is in the interests of the holders to do so, except in the case
             of a default in the payment of principal, premium or interest.

        o    Subject to its duty to act with the required standard of care during a default, the indenture trustee is
             entitled to be indemnified by the holders of the senior debt securities of a series before
             exercising any right or power under the senior indenture with respect to the series at the
             request of the holders.

        o    No holder of senior debt securities of a series may institute proceedings to enforce the senior
             indenture except, among other things, where the indenture trustee has failed to act for 60 days


Page 16


             after it has been given notice of a default and holders of 25 percent in principal amount of the
             senior debt securities of the series (or in the case of defaults described in the last three
             bulleted clauses under "Defaults" above, the holders of 25 percent in principal amount of all the
             senior debt securities) have requested the indenture trustee to enforce the senior indenture and
             offered reasonable indemnity to the indenture trustee.

        o    Each holder of senior debt securities has an absolute and unconditional right to receive payment of
             principal, premium and interest when due and to bring a suit to enforce that right.

        o    The holders of a majority in principal amount of the senior debt securities of a series or of all the
             senior debt securities, as the case may be, may direct the time, method and place of conducting
             any proceedings for any remedy available to the indenture trustee or exercising any trust or
             power conferred on it with respect to the senior debt securities of the series, as long as the
             direction does not conflict with any law or the senior indenture or expose the indenture trustee
             to personal liability.  The indenture trustee may take any other action it deems proper that is
             not inconsistent with the direction of the holders.

Events of Default and Remedies for Subordinated Debt Securities

         This section contains descriptions of the events of default and remedies specified in the subordinated
indenture for the subordinated debt securities.  The corresponding provisions for the senior debt securities,
which differ in some material respects, are described in the preceding section under the heading "Events of
Default and Remedies for Senior Debt Securities."

         Defaults.  An "event of default" under the subordinated indenture occurs with respect to any series of
subordinated debt securities if:

        o    we do not pay any installment of interest on subordinated debt securities of the series within 30 days
             of when it is due (following any deferral allowed under the terms of the subordinated debt
             securities and elected by us);

        o    we do not pay principal or premium on any subordinated debt securities of the series when it is due;

        o    we do not pay any sinking fund installment on subordinated debt securities of the series within 60 days
             of when it is due;

        o    we remain in breach of any other covenant or agreement in the subordinated indenture for 90 days after
             receiving notice from the indenture trustee or the holders of 25 percent in principal amount of
             the outstanding subordinated debt securities of the series;

        o    we file for bankruptcy or become subject to specified proceedings involving bankruptcy, insolvency or
             reorganization; or

        o    any other event of default specified in the prospectus supplement occurs.

         An event of default with respect to one series of subordinated debt securities does not necessarily
constitute an event of default with respect to any other series of subordinated debt securities.  We are required
to file with the indenture trustee an annual officer's certificate indicating whether we are in default under the
subordinated indenture.

         Acceleration.  If an event of default occurs and is continuing with respect to any series of
subordinated debt securities, either the indenture trustee or the holders of 25 percent in principal amount of
the subordinated debt securities of the series (or, if any subordinated debt securities of that series are
original issue discount securities, such portion of the principal amount as may be specified in such securities)
may declare the principal amount of the subordinated debt securities of that series to be immediately due and
payable.  After a declaration of acceleration has been made and before the indenture


Page 17


trustee has obtained a judgment or decree for payment of the money due, the holders of a majority in principal
amount of subordinated debt securities of that series may rescind and annul the acceleration if we have paid
any past due payments of principal, premium or interest and met certain other conditions.  In certain cases,
the holders of a majority in principal amount of the subordinated debt securities of all affected series,
voting as one class, may waive any past default or event of default.

         Actions by Indenture Trustee and Holders.  The subordinated indenture contains the following provisions
regarding the actions of the indenture trustee and the holders of the subordinated debt securities after an event
of default:

        o   The indenture trustee must give notice of a default to the holders of subordinated debt securities of
            the affected series as provided by the Trust Indenture Act.

        o   Subject to its duty to act with the required standard of care during a default, the indenture trustee is
            entitled to be indemnified by the holders of the subordinated debt securities of a series before
            exercising any right or power under the subordinated indenture with respect to the series at the
            request of the holders.

        o   No holder of subordinated debt securities of a series may institute proceedings to enforce the
            subordinated indenture except, among other things, where the indenture trustee has failed to act
            for 60 days after it has been given notice of a default and holders of 25 percent in principal
            amount of the subordinated debt securities of all affected series, considered as one class (or in
            the case of defaults in the payment of principal, premium or interest, an affected series) have
            requested the indenture trustee to enforce the subordinated indenture and offered reasonable
            indemnity to the indenture trustee.

        o   Each holder of subordinated debt securities has an absolute and unconditional right to receive payment
            of principal, premium and interest when due and to bring a suit a to enforce that right.

        o   The holders of a majority in principal amount of the subordinated debt securities of an affected series
            (or of all the subordinated debt securities, in the case of a default as to all series) may
            direct the time, method and place of conducting any proceedings for any remedy available to the
            indenture trustee or exercising any trust or power conferred on it with respect to the
            subordinated debt securities of the series, as long as the direction does not conflict with any
            law or the subordinated indenture or involve the indenture trustee in personal liability.  The
            indenture trustee may take any other action it deems proper that is not inconsistent with the
            direction of the holders.

Modification of the Indenture

         Without Consent of Holders.  Without the consent of any holders of debt securities, we and the indenture
trustees may enter into supplemental indentures to:

        o   evidence the succession of another entity to take our place and assume our covenants;

        o   add to our covenants for the benefit of the holders of all or any series of the debt securities, or
            surrender any right or power conferred upon us;

        o   add any additional events of default for all or any series of the debt securities;

        o   add to or change certain provisions for issuing, exchanging or registering bearer securities, as
            specified in the senior indenture or the subordinated indenture;

        o   add to, change or eliminate any provisions of the applicable indenture, but those modifications will not
            apply to debt securities of any series that was created before the modifications;



Page 18


        o   establish the form or terms of debt securities of any series as permitted by the unsecured indentures;

        o   evidence and provide for a successor or additional indenture trustee;

        o   provide security for the debt securities of any series;

        o   cure any ambiguity, defect or inconsistency or make any other changes that do not adversely affect the
            interests of the holders of debt securities; or

        o   evidence any changes in the disqualification and eligibility requirements applicable to the indenture
            trustee under the senior indenture, as permitted by the senior indenture, or effect any change to
            qualify the senior indenture under the Trust Indenture Act of 1939.

         With Consent of Holders.  We may enter into supplemental indentures with the indenture trustees to
modify the unsecured indentures or the rights of holders of the debt securities, if we obtain the consent of the
holders of at least a majority in principal amount of the debt securities affected by the modification.  However,
without the consent of all affected holders of debt securities, no supplemental indenture may:

        o   change the stated maturity of the principal or interest on any debt security, reduce the principal
            amount or interest payable, reduce any premium payable upon redemption, reduce the amount of
            principal of an original issue discount security payable upon its acceleration, change the
            currency in which any debt security is payable, change any right of redemption or repurchase, or
            impair the right to bring suit to enforce any payment;

        o   reduce the percentages of holders whose consent is required for any supplemental indenture or waiver or
            reduce the requirements for quorum and voting under the indentures; or

        o   modify certain provisions in the unsecured indentures relating to supplemental indentures and waivers of
            covenants and past defaults.

         A supplemental indenture that changes or eliminates any provision of the unsecured indentures expressly
included solely for the benefit of holders of debt securities of one or more particular series will be deemed not
to affect the rights of the holders of debt securities of any other series.

Consolidation, Merger and Sale of Assets; No Financial Covenants

         Subject to the provisions described in the next paragraph, we will preserve our corporate existence.

         We have agreed not to consolidate with or merge into any other entity and not to convey, transfer or
lease our properties and assets substantially as an entirety to any entity, unless:

        o   the entity formed by the consolidation or merger, or which acquires or leases our property and assets
            substantially as an entirety, is organized and existing under the laws of the United States or
            any state or the District of Columbia, and expressly assumes, by a supplemental indenture in form
            satisfactory to the indenture trustees, the due and punctual payment of the principal, premium
            and interest on all the debt securities and the performance of all of our covenants under the
            unsecured indentures;

        o   immediately after giving effect to the transactions, no event of default, and no event which after
            notice or lapse of time or both would become an event of default, will have happened and be
            continuing; and



Page 19


        o   we have given the indenture trustees an officers' certificate and legal opinion that all conditions in
            the unsecured indentures relating to the transactions have been complied with.

         The unsecured indentures contain no financial or other similar restrictive covenants.  Any such
covenants with respect to any particular series of debt securities will be set forth in the applicable prospectus
supplement.  There are no provisions of the unsecured indentures that protect holders of the debt securities in
the event of a highly leveraged transaction involving Southern California Edison.  However, management of
Southern California Edison believes that required regulatory approvals of a highly leveraged transaction would be
unlikely to be obtained.

Discharge and Defeasance

         There are significant differences between the provisions of the senior indenture and the subordinated
indenture for defeasance of debt securities and discharge of our obligations.  The respective provisions are
discussed separately below.

         Defeasance of Senior Debt Securities   When we issue a series of senior debt securities, we may specify
that we will be discharged from any and all obligations in respect of those senior debt securities (except as
described below) upon the irrevocable deposit with the indenture trustee of money and/or government obligations
which will provide money in an amount sufficient to pay principal, premium and interest on the senior debt
securities when due in accordance with the terms of the senior indenture and the senior debt securities.  We must
also satisfy conditions that:

        o   the deposit will not cause the indenture trustee to have a conflicting interest;

        o   there is no event of default under the senior indenture within 91 days after the deposit;

        o   the deposit will not result in breach or violation of any applicable laws, the senior indenture or any
            other agreement by which we are bound;

        o   the deposit will not result in a trust that is an investment company subject to the Investment Company
            Act of 1940, or such trust will be qualified or exempt from the Investment Company Act of 1940;
            and

        o   we have delivered to the indenture trustee an officer's certificate and an opinion of counsel each
            stating that all conditions in the senior indenture to the defeasance and discharge have been
            complied with.

         The discharge of our obligations does not include certain obligations to register the transfer or
exchange of senior debt securities, replace stolen, lost or mutilated senior debt securities, maintain paying
agencies and hold monies for payment in trust and, if so specified as to the senior debt securities of a series,
to pay the principal, premium and interest on those senior debt securities.

         We may specify as to the senior debt securities of a series that the deposit of money described above
will be made only if it will not cause the senior debt securities listed on any nationally recognized securities
exchange to be de-listed.  We may also specify as to a series of senior debt securities that the deposit will be
conditioned on our giving to the indenture trustee an opinion of counsel (who may be our counsel) to the effect
that, based upon applicable United States federal income tax laws or a ruling published by the United States
Internal Revenue Service, the deposit and discharge will not be a taxable event for the holders of the senior
debt securities.

         Defeasance of Subordinated Debt Securities.  The subordinated indenture provides, unless the terms of
the particular series of subordinated debt securities provide otherwise, that upon satisfying several
conditions we may cause ourselves to be:

        o   discharged from our obligations, with some exceptions, as to any series of subordinated debt securities,
            which we refer to as "defeasance;" and


Page 20


        o   released from our obligations under specified covenants as to any series of subordinated debt
            securities, which we refer to as "covenant defeasance."

         The conditions that we must satisfy for either a defeasance or a covenant defeasance of a series of
subordinated debt securities include:

        o   the irrevocable deposit with the indenture trustee, in trust, of money and/or government obligations
            which, through the scheduled payment of principal and interest on those obligations, would
            provide sufficient moneys to pay principal, premium and interest on the subordinated debt
            securities on the maturity dates of the payments or upon redemption;

        o   there is no event of default under the subordinated indenture at the time of such deposit or, as to
            defaults related to bankruptcy or similar proceedings, within 90 days after the deposit;

        o   notice of redemption of the subordinated debt securities has been given or provided for, if the
            subordinated debt securities are to be redeemed before their stated maturity (other than from
            mandatory sinking fund payments or analogous payments); and

        o   we have delivered to the indenture trustee an officer's certificate and an opinion of counsel each
            stating that all conditions to the defeasance or covenant defeasance have been complied with.

         The discharge of our obligations through a defeasance or covenant defeasance does not discharge the
rights of the holders of the defeased subordinated debt securities to receive payments of principal, premium and
interest from the trust funds when due, or our obligations to register the transfer or exchange of subordinated
debt securities, replace stolen, lost or mutilated subordinated debt securities, maintain paying agencies and
hold monies for payment in trust.

         The subordinated indenture permits defeasance as to any series of subordinated debt securities even if a
prior covenant defeasance has occurred as to the subordinated debt securities of that series.  Following a
defeasance, payment of the subordinated debt securities defeased may not be accelerated because of an event of
default.  Following a covenant defeasance, payment of the subordinated debt securities may not be accelerated
because of a breach of the specified covenants affected by the covenant defeasance.  However, if an acceleration
were to occur, the realizable value at the acceleration date of the money and government obligations in the
defeasance trust could be less than the principal and interest then due on the subordinated debt securities
defeased, since the required deposit in the defeasance trust would be based upon scheduled cash flows rather than
market value, which would vary depending upon interest rates and other factors.

         Tax Effects of Defeasance of Debt Securities.  Under current United States federal income tax law, the
defeasance of either senior or subordinated debt securities as described in the preceding paragraphs would be
treated as an exchange of the relevant debt securities in which holders of the debt securities might recognize
gain or loss.  In addition, the amount, timing and character of amounts that holders would be required after the
defeasance to include in income might be different from that which would be includible in the absence of the
defeasance.  You should consult your own tax advisors as to the specific consequences of a defeasance, including
the applicability and effect of tax laws other than United States federal income tax laws.

     Under current United States federal income tax laws, unless accompanied by other changes in the terms of the
subordinated debt securities, covenant defeasance of subordinated debt securities generally should not be treated
as a taxable exchange.



Page 21


Subordination

         Unless we establish other provisions through a board resolution, officer's certificate or supplemental
indenture, which we will describe in a prospectus supplement, the debt securities issued under the subordinated
indenture will be subordinated in the following manner:

        o   If our assets are distributed upon our dissolution, winding up, liquidation or reorganization, the
            payment of principal, premium and interest on any subordinated debt securities will be
            subordinated, to the extent provided in the subordinated indenture, to the prior payment in full
            of all senior indebtedness (as defined below), including senior debt securities.  However, our
            obligation to pay principal, premium or interest on the subordinated debt securities will not
            otherwise be affected.

        o   No payment on account of principal, premium, sinking fund or interest may be made on the subordinated
            debt securities at any time when there is a default in the payment of principal, premium, sinking
            fund or interest on senior indebtedness.

        o   If, while we are in default on senior indebtedness, any payment is received by the indenture trustee
            under the subordinated indenture or the holders of any of the subordinated debt securities before
            we have paid all senior indebtedness in full, the payment or distribution must be paid over to
            the holders of the unpaid senior indebtedness or applied to the repayment of the unpaid senior
            indebtedness.

        o   Subject to paying the senior indebtedness in full, the holders of the subordinated debt securities will
            be subrogated to the rights of the holders of the senior indebtedness to the extent that payments
            are made to the holders of senior indebtedness out of the distributive share of the subordinated
            debt securities.

         The term "senior indebtedness" means the principal, premium, interest and any other payment due on any
of the following, whether existing before the subordinated indenture was signed or incurred after it was signed:
(a) all of our indebtedness evidenced by notes, debentures, bonds or other securities sold by us for money or
other obligations for money borrowed, (b) all indebtedness of others of the kinds described in the preceding
clause assumed or guaranteed in any manner by us, and (c) all renewals, extensions or refundings of indebtedness
of the kinds described in either of the preceding clauses, unless it is expressly provided in the case of any
particular obligation described above that it is not superior in right of payment to or is pari passu with the
subordinated debt securities.  Senior indebtedness includes all of our first mortgage bonds and all of the senior
debt securities.

         Due to the subordination, if our assets are distributed upon insolvency, some or all of our general
creditors may recover more ratably than holders of subordinated debt securities.  The subordinated indenture or
applicable supplemental indenture may state that its subordination provisions will not apply to money and
securities held in trust under the satisfaction and discharge and the legal defeasance provisions of the
subordinated indenture.

         If this prospectus is being delivered in connection with the offering of a series of subordinated debt
securities, the accompanying prospectus supplement or the information incorporated by reference in it will set
forth the approximate amount of senior indebtedness outstanding as of a recent date.

Concerning the Indenture Trustees

         The Bank of New York and certain of its affiliates act as trustees for our first and refunding mortgage
bonds and certain pollution control bonds issued on our behalf.  The Bank of New York also is the trustee under
an indenture under which our parent, Edison International, may issue debt securities in the future.  We maintain
bank deposits with The Bank of New York and may borrow money from the bank from time to time.


Page 22


         JPMorgan Chase Bank, N.A. is the trustee under an indenture under which our parent, Edison
International, may issue subordinated debt securities in the future.  We and Edison International maintain bank
deposits with JPMorgan Chase Bank, N.A. and may borrow money from the bank from time to time.

Limitations on Issuance of Bearer Securities

         Senior debt securities may be issued in the form of bearer securities.  Subordinated debt securities may
not be issued in bearer form unless the subordinated indenture is amended to provide for bearer securities.

         In compliance with United States federal tax laws and regulations, bearer securities generally may not
be offered or sold during a restricted period to a person within the United States or its possessions or to or
for the account or benefit of a United States person.  However, subject to certain restrictions and limitations,
offers or sales may be made to:

        o   the United States office of an international organization (as defined in Section 7701(a)(18) of the
            Internal Revenue Code of 1986 and the regulations thereunder);

        o   the United States office of a foreign central bank (as defined in Section 895 of the Internal Revenue
            Code of 1986 and the regulations thereunder); and

        o   United States persons that are (a) foreign branches of United States financial institutions (as defined
            in Treasury Regulation Section 1.165-12(c)(1)(v)), which are purchasing for their own account or
            for resale, or (b) persons that acquire and hold bearer securities through a foreign branch of a
            U.S. financial institution, and in either case, the financial institution agrees to comply with
            the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986.

         Definitive bearer securities will not be delivered during the same restricted period within the United
States and will not be delivered in any event unless the beneficial owner of the bearer securities provides the
required certification as to non-United States beneficial ownership.  The restricted period for these purposes is
the period beginning upon the earlier of the issue date of any bearer securities or the date on which those
bearer securities are first offered and ending 40 days after the issue date or later date in the case of any
unsold original allotment or subscription.

         Bearer securities will bear the following legend on their face and on any interest coupons which may be
detached or, if the obligation is evidenced by a book entry, in the book of record in which the book entry is
made:  "Any United States person who holds this obligation will be subject to limitations under the United States
income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the United States Internal
Revenue Code."  The sections referred to in the legend provide that a United States person who holds a bearer
security will not be allowed to deduct any loss realized on the sale, exchange or redemption of the bearer
security and any gain (which might otherwise be characterized as capital gain) recognized on the sale, exchange
or redemption will be treated as ordinary income.

         As used herein, "United States person" means an individual who is a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in or under the laws of the United States
or any political subdivision thereof, or any estate or trust the income of which is subject to United States
federal income taxation regardless of its source.

Governing Law

         The senior indenture and the senior debt securities will be governed by and construed in accordance with
the laws of the State of New York.  The subordinated indenture and the subordinated debt securities will be
governed by and construed in accordance with the laws of the State of California, except that the rights, duties,
indemnities and immunities of the indenture trustee will be governed by the laws of the State of New York.


Page 23


                                        DESCRIPTION OF THE PREFERRED STOCK

         The following description of Southern California Edison's preferred stock is a summary, and it does not
describe every aspect of the preferred stock.  Southern California Edison's amended, restated and corrected
articles of incorporation, including the certificates of determination of preferences relating to outstanding
series of preferred stock, which are collectively referred to in this prospectus as the "articles of
incorporation," contain the full legal text of the matters described in this section.  This summary is subject to
and qualified by the articles of incorporation.  Therefore, you should read carefully the detailed provisions of
the articles of incorporation, which we have incorporated by reference as an exhibit to the registration
statement that includes this prospectus.  This summary also is subject to and qualified by the description of the
particular terms of the preferred stock in the applicable prospectus supplement.

         Southern California Edison's board of directors and shareholders have approved an amendment to the
articles of incorporation which is expected to become effective in January 2005.  The amendment will clarify that
only the currently outstanding series of preferred stock are entitled to general voting rights and the right to
elect two directors in the event of a specified default.  As a result, series of preferred stock that are issued
after the date the amendment becomes effective may not be entitled to vote on matters other than as required by
law or as specified in the articles of incorporation.

General

         The rights, preferences and privileges of the preferred stock are established by the articles of
incorporation.  Whenever we offer and sell preferred stock, our board of directors or the executive committee of
the board of directors will adopt and we will file with the California Secretary of State a new certificate of
determination of preferences to establish the terms of each new series of preferred stock.  We will also set
forth the terms in a prospectus supplement.

         Southern California Edison's authorized capital stock consists of the following classes of shares of
stock with the following number of shares per class:

        o    cumulative preferred stock - 24,000,000 shares with a par value of $25 per share;

        o    $100 cumulative preferred stock - 12,000,000 shares with a par value of $100 per share;

        o    preference stock - 50,000,000 shares with no par value; and

        o    common stock - 560,000,000 shares with no par value.

         As of September 30, 2004, Southern California Edison had issued and outstanding 5,150,198 shares of
cumulative preferred stock, 1,480,800 shares of $100 cumulative preferred stock, no shares of preference stock,
and 434,888,104 shares of common stock.  All of the outstanding shares of common stock are owned by Edison
International, our corporate parent.

         The Southern California Edison board of directors may authorize the preferred stock to be issued from
time to time as one or more series of cumulative preferred stock or $100 cumulative preferred stock.  For each
new series of preferred stock, the board of directors, within the limitations and restrictions stated in Article
Sixth of the articles of incorporation, may fix the number of shares, dividend rights, dividend rate, conversion
rights, voting rights (in addition to the voting rights provided in the articles of incorporation), rights and
terms of redemption (including sinking fund provisions), redemption price or prices and voluntary liquidation
preferences.  All shares of preferred stock will be fully paid and nonassessable and will not have any preemptive
or similar rights.

         We will set forth in a prospectus supplement the following terms of each series of preferred stock
offered through this prospectus:

        o    the designation of the series;



Page 24


        o    the total number of shares;

        o    the general or special voting rights of such shares, if any;

        o    the price or prices at which shares will be offered and sold;

        o    the dividend rate and dividend payment dates;

        o    any mandatory or optional sinking fund, purchase fund or similar provisions;

        o    the dates, prices and other terms of any optional or mandatory redemption;

        o    any voluntary liquidation preferences;

        o    the procedures for auction and remarketing, if any, of the shares;

        o    any listing of the shares on a securities exchange; and

        o    any other specific terms, preferences, rights, limitations or restrictions.

Rank of the Preferred Stock

         Unless we state otherwise in a prospectus supplement, all series of preferred stock, whether of
cumulative preferred stock or $100 cumulative preferred stock, will rank equally as to dividends and payments
upon liquidation, dissolution or winding up.  The preferred stock ranks senior to all of the preference stock and
common stock.  Currently, we have no equity securities outstanding or authorized that would rank senior to the
preferred stock.

Dividend Rights

         Each series of preferred stock is entitled to receive, in preference to the holders of preference stock
and common stock, as declared by the Southern California Edison board of directors, cumulative quarterly cash
dividends at the rate fixed for such series and no more.

         Whenever dividends on any shares of the preferred stock are in default, we may not:

        o   pay or declare any dividend on the preference stock or common stock, except a dividend payable in
            preference stock or common stock;

        o   purchase or redeem any shares of preference stock or common stock, except with the proceeds of any sale
            of shares of preference stock or common stock; or

        o   redeem less than all of the preferred stock or purchase any shares of preferred stock, except through
            offers to all holders of preferred stock in proportion to the par values and market prices per
            share of the respective classes.

         The first mortgage bond indenture securing Southern California Edison's first mortgage bonds provides,
in substance, that Southern California Edison cannot pay any cash dividends except out of surplus at December 31,
1921, and out of earnings since then.  None of Southern California Edison's present earnings reinvested in the
business are restricted by this provision.  Southern California Edison does not expect this provision to have any
adverse effect on its ability to pay dividends on the preferred stock.

Voting Rights

         Each share of cumulative preferred stock that is outstanding on the date of this prospectus is entitled
to six votes and each share of currently outstanding $100 cumulative preferred stock is entitled to two votes on
all matters submitted to a vote of shareholders.  Votes may not be cumulated in electing directors.  Shares
issued after the date of this prospectus will be entitled to vote on the matters specified below but are not
expected to have the right to vote on other matters submitted to a vote of shareholders, including the right to
elect directors.  The preferred capital stock of Southern California Edison may be


Page 25


increased or diminished at a meeting of shareholders by a vote of at least two-thirds of the entire subscribed
or issued capital stock. Because Edison International owns and can vote all the shares of the common stock,
which comprise more than 80 percent of the total shareholder votes, the holders of the preferred stock will
not be able to elect any directors or influence the outcome of any other matters submitted to a vote of
shareholders, except as described below.

         The holders of cumulative preferred stock and the holders of $100 cumulative preferred stock are
entitled to vote as separate classes, or as series within either class, on certain matters affecting their
interests.  The affirmative vote or written consent of the holders of at least two-thirds of the shares of the
affected class or series is required to:

        o   amend the articles of incorporation to change certain basic terms of the class or series with respect to
            dividends, redemption, liquidation, conversion, voting or priority; or

        o   authorize, create or increase in amount any stock ranking senior to the class or series.

         The affirmative vote or written consent of the holders of at least a majority of both the cumulative
preferred stock and the $100 cumulative preferred stock, as separate classes, is required to:

        o   increase the amount of either class, or authorize, create or increase in amount any stock ranking on a
            parity with the preferred stock;

        o   merge or consolidate Southern California Edison, or sell, lease or convey all or substantially all of
            the property or business of Southern California Edison, or part with control of it; or

        o   issue any additional shares of preferred stock, or of any class ranking senior to or on a parity with
            the preferred stock, unless the consolidated income of Southern California Edison and its
            subsidiaries for any 36 consecutive months within the last 39 months is at least one and one-half
            times the total of the interest requirements on outstanding debt and dividend requirements on
            outstanding preferred stock for three years.

         However, such vote or consent of the holders of preferred stock will not be required if, at or prior to
the time when any of the actions mentioned above takes place, all of the preferred stock the consent of which
would otherwise be required is redeemed in accordance with the articles of incorporation.

         If there is a default in the payment of six or more quarterly dividends, whether consecutive or not, on
any series of preferred stock or preference stock, then the holders of the currently outstanding series of
preferred stock and preference stock, voting together as a single class, will have the right to elect two
directors until the dividends have been paid or declared and set apart for payment.  If defaults ever occur that
would enable any existing or future series of preferred stock to exercise this voting right, Southern California
Edison intends to increase the size of its board of directors, if necessary, to ensure that the holders of
preferred stock cannot elect more than 20% of the members of the board of directors.  Southern California Edison
does not intend to issue additional series of preferred stock that are entitled to elect directors in any event.

Liquidation Rights

         If Southern California Edison ever liquidates, dissolves or winds up its affairs, the holders of
preferred stock will be entitled to receive liquidation payments before any distribution is made to holders of
preference stock or common stock.  The amount of the payments may vary depending on whether the liquidation is
voluntary or involuntary.  The holders of each series of preferred stock will be entitled to receive:

        o   in the event of an involuntary liquidation, the par value of the shares of the series; or


Page 26


        o   in the event of a voluntary liquidation, the liquidation preference fixed by the board of directors at
            the time the series was issued;

together, in either event, with any accrued dividends not previously received.  The voluntary liquidation
preference for each series of preferred stock now outstanding is an amount equal to the redemption price for the
series at the time of the liquidation, together with any accrued dividends not previously paid.  If the amounts
payable to the holders of all outstanding shares of preferred stock are not paid in full, the holders of
preferred stock will share ratably in any distribution of assets in proportion to the full amounts to which they
would otherwise be respectively entitled.

Redemption

         The Southern California Edison board of directors may elect to redeem all or part of any series of
preferred stock at any time, subject to any limitations set when the series is authorized.  The redemption prices
for each series of preferred stock will be set when we issue the series and will include an amount equal to all
accumulated and unpaid dividends on the shares to be redeemed. We must publish notice in newspapers in Los
Angeles, California and Manhattan in New York, New York between 30 and 60 days before the redemption date.  We
also will mail a notice to holders of the shares to be redeemed at their addresses on our books between 30 and
60 days before the redemption date.  If we choose to redeem less than all the shares of any series, the Southern
California Edison board of directors will either determine the shares to be redeemed by lot or redeem the shares
pro rata.  If we give notice of redemption and deposit sufficient funds into a trust fund to redeem shares of
preferred stock, those shares will not accrue dividends after the redemption date and will no longer be
considered to be outstanding shares.

Other Provisions

         Holders of shares of preferred stock will not have any conversion or preemptive rights.  The preferred
stock, when issued, will be fully paid and nonassessable.

Registration and Transfer

         The transfer agent and registrar for the preferred stock will be Wells Fargo Bank Minnesota, N.A.,
161 N. Concord Exchange Street, South St. Paul, Minnesota 55075-1139.


                                        DESCRIPTION OF PREFERRED SECURITIES

         This section and following sections discuss the general terms and conditions of the preferred securities
that we and the trusts may offer through this prospectus, as well as provisions of the related trust agreements,
guarantee agreements and expense agreements to be entered into by Southern California Edison.  Those agreements
contain the full legal text of the matters described in this and following sections.  Because these sections are
summaries, they do not describe every aspect of the preferred securities or the related agreements.  These
summaries are subject to and qualified by all the provisions of the applicable agreements, including definitions
of terms used in the agreements.  Therefore, you should read carefully the detailed provisions of the applicable
agreements, which we have incorporated by reference as exhibits to the registration statement that includes this
prospectus.  These summaries also are subject to and qualified by the description of the particular terms of the
preferred securities in the applicable prospectus supplement.

General

         Southern California Edison will enter into an amended and restated trust agreement (referred to as a
"trust agreement" in this prospectus) for each of SCE Trust I, SCE Trust II and SCE Trust III before each trust
issues any preferred securities.  Each trust agreement will authorize the regular trustees to issue on behalf of
each trust one series of preferred securities that will have the terms described in a prospectus supplement.  The
proceeds from the sale of a trust's preferred and common securities will be used by the trust to purchase a
series of either subordinated debt securities or preferred stock issued by Southern



Page 27

California Edison. The subordinated debt securities or preferred stock to be purchased by the trust are referred
to in this prospectus as "intercompany securities."  The terms of the intercompany securities will in most respects
mirror the terms of the preferred securities.  The intercompany securities will be held in trust by the property
trustee for the benefit of the holders of the preferred and common securities.

         Southern California Edison also will enter into a guarantee agreement (referred to as a "preferred
securities guarantee" in this prospectus) with each trust, under which Southern California Edison will agree to
make payments of distributions and payments on redemption or liquidation with respect to a trust's preferred
securities, but only to the extent the trust has funds available to make those payments and has not made the
payments.  See "Description of Preferred Securities Guarantees" below.

         The assets of a trust available for distribution to the holders of its preferred securities will be
limited to payments from Southern California Edison under the series of intercompany securities held by the
trust.  If Southern California Edison fails to make a payment on the intercompany securities, the trust will not
have sufficient funds to make related payments, including distributions, on its preferred securities.

         Each preferred securities guarantee, when taken together with Southern California Edison's obligations
under the related series of intercompany securities, the subordinated indenture, the related trust agreement and
the related expense agreement (as described below), and the articles of incorporation, as relevant, will provide
a full and unconditional guarantee by Southern California Edison of amounts due on the preferred securities
issued by a trust.

         Each trust agreement will be qualified as an indenture under the Trust Indenture Act of 1939.  Each
property trustee will act as indenture trustee for the preferred securities to be issued by the applicable
trust, in order to comply with the provisions of the Trust Indenture Act of 1939.

         Each series of preferred securities will have the terms, including those regarding distributions,
redemption, voting, liquidation rights and the other preferred, deferred or other special rights or other
restrictions, as described in the relevant trust agreement or made part of the trust agreement by the Trust
Indenture Act of 1939 or the Delaware Statutory Trust Act.  The terms of the preferred securities will in most
respects mirror the terms of the intercompany securities held by the trust.

         The prospectus supplement relating to the preferred securities of a trust will describe the specific
terms of the preferred securities, including:

        o   the name of the preferred securities;

        o   the dollar amount and number of securities issued;

        o   any provision relating to deferral of distribution payments;

        o   the annual distribution rate(s), or method of determining the rate(s), the payment date(s) and the
            record dates used to determine the holders who are to receive distributions;

        o   the date from which distributions will be cumulative;

        o   the optional redemption provisions, if any, including the prices, time periods and other terms and
            conditions for which the preferred securities will be purchased or redeemed, in whole or in part;

        o   the terms and conditions, if any, upon which the applicable series of intercompany securities may be
            distributed to holders of the preferred securities;

        o   the voting rights, if any, of holders of the preferred securities;

        o   any securities exchange on which the preferred securities will be listed;


Page 28


        o   whether the preferred securities are to be issued in book-entry form and represented by one or more
            global certificates and, if so, the depository for the global certificates and the specific terms
            of the depositary arrangements; and

        o   any other relevant rights, preferences, privileges, limitations or restrictions of the preferred
            securities.

         In connection with the issuance of preferred securities, each trust will issue one series of common
securities having the terms (including distributions, redemption, voting, liquidation rights or such
restrictions) as will be set forth in the prospectus supplement.  Except for voting rights, the terms of the
common securities will be substantially identical to the terms of the preferred securities.  The common
securities will rank equally, and payments will be made on the common securities pro rata, with the preferred
securities, except that, upon an event of default, the rights of the holders of the common securities to payment
in respect of distributions and payments upon liquidation, redemption and otherwise will be subordinated to the
rights of the holders of the preferred securities.  Unless an event of default has occurred and is continuing,
the common securities of a trust carry the right to vote and to appoint, remove or replace any of the trustees of
that trust.  All of the common securities of each trust will be directly or indirectly owned by Southern
California Edison.

         Each prospectus supplement will describe various United States federal income tax considerations
applicable to the purchase, holding and disposition of the series of preferred securities covered by the
prospectus supplement.

Liquidation Distribution Upon Dissolution

         Unless otherwise specified in an applicable prospectus supplement, each trust agreement states that the
related trust shall be dissolved:

        o   on the expiration of the term of the trust;

        o   upon the bankruptcy, dissolution or liquidation of Southern California Edison;

        o   upon direction by Southern California Edison to the property trustee to dissolve the trust and
            distribute the related intercompany securities directly to the holders of the preferred and
            common securities of the trust;

        o   upon the redemption of all of the preferred securities of the trust in connection with the redemption of
            all of the related intercompany securities; or

        o   upon entry of a court order for the dissolution of the trust.

         Unless otherwise specified in an applicable prospectus supplement, in the event of a dissolution other
than as described in the fourth bullet point above, after the trust satisfies all liabilities to its creditors as
provided by applicable law, each holder of the preferred or common securities will be entitled to receive:

        o   the related intercompany securities in an aggregate principal amount or par value equal to the aggregate
            liquidation amount of the preferred or common securities held by the holder; or

        o   if such a distribution of related intercompany securities is determined by the property trustee not to
            be practical, cash equal to the aggregate liquidation amount or par value of the preferred or
            common securities held by the holder, plus accumulated and unpaid distributions to the date of
            payment.

         If the trust cannot pay the full amount due on its preferred and common securities because insufficient
assets are available for payment, then the amounts payable by the trust on its preferred and common securities
will be paid on a pro rata basis.  However, if an event of default under the related


Pae 29


subordinated indenture or the certificate of determination has occurred and is continuing, the total amounts due
on the preferred securities will be paid before any distribution on the common securities.

Events of Default

         An "event of default" under a trust agreement occurs if:

        o   an event of default occurs under the subordinated indenture relating to a series of subordinated debt
            securities (see "Description of Debt Securities--Events of Default and Remedies for Subordinated
            Debt Securities" above);

        o   the trust does not pay any distribution on its preferred or common securities within 30 days of when it
            is due;

        o   the trust does not pay any redemption payment on its preferred or common securities when it is due;

        o   the trustees remain in breach of any other covenant or warranty in the trust agreement for 90 days after
            receiving notice from the holders of at least 25 percent in aggregate liquidation amount of the
            outstanding preferred securities; or

        o   the property trustee files for bankruptcy or becomes subject to specified proceedings involving
            bankruptcy, insolvency or reorganization, and we fail to appoint a successor property trustee
            within 60 days.

         Southern California Edison and the regular trustees of a trust must file annually with the property
trustee for the trust a certificate stating whether or not they are in compliance with all the applicable
conditions and covenants under the related trust agreement.

         If an event of default occurs under the subordinated indenture, and the indenture trustee and the
holders of not less than 25 percent in principal amount of the related subordinated debt securities outstanding
fail to declare the principal of all of such subordinated debt securities to be immediately due and payable, the
holders of at least 25 percent in aggregate liquidation amount of the outstanding preferred securities of the
applicable trust will have the right to declare such principal immediately due and payable, by providing notice
in writing to Southern California Edison and the indenture trustee.

         If Southern California Edison fails to pay principal, premium, if any, interest, redemption price or
dividend on a series of intercompany securities when payable, then a holder of the related preferred securities
may directly sue Southern California Edison, to the fullest extent permitted by law, to collect its pro rata
share of payments owed.

Consolidation, Merger or Amalgamation of the Trusts

         A trust may not consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or
lease its properties and assets substantially as an entirety to any corporation or other body, except as
described below or as described above under the heading "Liquidation Distribution Upon Dissolution."  A trust
may, with the consent of the holders of at least a majority in aggregate liquidation amount of its outstanding
preferred securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease
its properties and assets substantially as an entirety to another trust, if:

        o   the successor entity either

            -  expressly assumes all of the obligations of the trust relating to its preferred securities; or

            -  substitutes for the trust's preferred securities other securities having substantially the same terms as
               the preferred securities, so long as those successor securities rank the


Page 30



                same as the preferred securities for distributions and payments upon liquidation, redemption and
                otherwise;

        o   Southern California Edison expressly appoints a trustee of the successor entity who has substantially
            the same powers and duties as the property trustee of the trust as the holder of the particular
            series of intercompany securities;

        o   the preferred securities are listed or traded, or any successor securities will be listed upon notice of
            issuance, on the same national securities exchange or other organization on which the preferred
            securities are then listed or traded;

        o   the transaction does not cause the preferred securities or any successor securities to be downgraded by
            any national rating agency;

        o   the transaction does not adversely affect the rights, preferences and privileges of the holders of the
            preferred securities or any successor securities in any material way;

        o   the successor entity has a purpose substantially identical to that of the trust;

        o   Southern California Edison owns all of the common securities of the successor entity and guarantees the
            obligations of the successor entity under the successor securities at least to the extent
            provided under the applicable preferred securities guarantee.

        o   prior to the transaction, Southern California Edison has received an opinion of counsel from a
            nationally recognized law firm stating that:

            -   the transaction does not adversely affect the rights, preferences and privileges of the holders of the
                trust's preferred securities or any successor securities in any material way; and

            -   following the transaction, neither the trust nor the successor entity will be required to register as an
                investment company under the Investment Company Act of 1940; and

        o   Southern California Edison owns all of the common securities of the successor entity and guarantees the
            obligations of the successor entity under the successor securities at least to the extent
            provided under the applicable preferred securities guarantee.

         In addition, unless all of the holders of the preferred securities approve otherwise, a trust may not
consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate,
merge with or into, or replace it, if the transaction would cause the trust or the successor entity to be
classified other than as a grantor trust for United States federal income tax purposes.

Voting Rights; Amendment of Trust Agreement

         Unless otherwise specified in an applicable prospectus supplement, the holders of preferred securities
will have no voting rights except as discussed below and under the headings "Consolidation, Merger or
Amalgamation of the Trusts" and "Description of the Preferred Securities Guarantees--Amendments and Assignment"
above, and as otherwise required by law and the trust agreement for the trust.  On any matter as to which voting
rights exist, the holders of preferred securities will be entitled to one vote for each liquidation amount (as
provided in the applicable trust agreement) of preferred securities they hold.

         If any proposed amendment to the trust agreement of a trust provides for, or the regular trustees of the
trust otherwise propose to effect:


Page 31


        o   any  action  that would  adversely  affect  the  powers,  preferences  or  special  rights of the  trust's
            preferred  securities in any material  respect,  whether by way of amendment to the trust agreement
            or otherwise; or

        o   the dissolution, winding-up or termination of the trust other than pursuant to the terms of its trust
            agreement,

then the holders of the trust's preferred securities as a class will be entitled to vote on the amendment or
proposal. In that case, the amendment or proposal will be effective only if approved by the holders of at least a
majority in aggregate liquidation amount of the preferred securities.

         The trust agreement of a trust may be amended from time to time by Southern California Edison and the
regular trustees of the trust, without the consent of the holders of preferred securities of the trust, to:

        o   cure any ambiguity, correct or supplement any provision which may be inconsistent with any other
            provision, or make provisions not inconsistent with any other provisions with respect to matters
            or questions arising under the trust agreement, in each case to the extent that the amendment
            does not adversely affect the interests of any holder of preferred securities of the trust in any
            material respect; or

        o   modify, eliminate or add to any provisions to the extent necessary to ensure that the trust will not be
            classified as other than a grantor trust for United States federal income tax purposes or to
            ensure that the trust will not be required to register as an "investment company" under the
            Investment Company Act of 1940.

         Except as provided in the next paragraph, other amendments to the trust agreement of a trust may be made
by Southern California Edison and the trustees of the trust upon:

        o   approval of the holders of a majority in aggregate liquidation amount of the outstanding preferred
            securities of the trust; and

        o   receipt by the trustees of the trust of an opinion of counsel to the effect that such amendment will not
            affect the trust's status as a grantor trust for United States federal income tax purposes or the
            trust's exemption from the Investment Company Act of 1940.

         Notwithstanding the foregoing, without the consent of each affected holder of common or preferred
securities of a trust, the trust agreement of the trust may not be amended to:

        o   change the amount or timing of any distribution on the common or preferred securities of the trust or
            otherwise adversely affect the amount of any distribution required to be made in respect of such
            securities as of a specified date; or

        o   restrict the right of a holder of any such securities to institute suit for the enforcement of any such
            payment on or after such date.

         In addition, no amendment may be made to a trust agreement if the amendment would:

        o   cause the related trust to be characterized as other than a grantor trust for United States federal
            income tax purposes;

        o   cause the related trust to be deemed to be an "investment company" which is required to be registered
            under the Investment Company Act of 1940; or

        o   impose any additional obligation on Southern California Edison, the property trustee or the Delaware
            trustee without its consent.

         Neither the property trustee nor the Delaware trustee is required to enter into any amendment to a trust
agreement that affects its own rights, duties and immunities under the trust agreement.  The property



Page 32


trustee is entitled to receive an opinion of counsel and an officer's certificate stating that any amendment
complies with the trust agreement and any conditions precedent to the amendment have been satisfied.

         Without obtaining the prior approval of the holders of a majority in aggregate liquidation amount of the
preferred securities of a trust, the trustees of the trust may not:

        o   direct the time,  method and place of conducting any proceeding for any remedy  available to the indenture
            trustee for any  subordinated  debt  securities  held by the trust or executing  any trust or power
            conferred on the property trustee with respect to the intercompany securities;

        o   waive any default that is waivable under the terms of the intercompany securities;

        o   cancel an acceleration of the principal or liquidation value of the intercompany securities or exercise
            any right to rescind or annul a declaration that the principal of all of the intercompany
            securities shall be due and payable; or

        o   consent to any amendment, modification or termination of the subordinated indenture or the subordinated
            debt securities where such consent is required or consent to any amendment to the articles of
            incorporation where such consent is required.

         However, if a consent under the subordinated indenture or the articles of incorporation requires the
consent of each affected holder of subordinated debt securities or preferred stock, then the property trustee
must obtain the prior consent of each holder of preferred securities.  The trustees of the trust may not revoke
any action previously authorized by a vote of the holders of the preferred securities except by a subsequent vote
of the holders of the preferred securities.  In addition, before taking any of the foregoing actions, the
property trustee must obtain an opinion of counsel stating that the action will not cause the trust to be
classified as other than a grantor trust for United States federal income tax purposes.

         The property  trustee of a trust will notify all preferred  securities  holders of the trust of any notice
of default received from the indenture trustee with respect to the subordinated debt securities held by the trust.

Removal and Replacement of Trustees

         The holder of a trust's common securities may remove or replace any of the regular trustees and, unless
an event of default has occurred and is continuing under the subordinated indenture or the articles of
incorporation, the property and Delaware trustees of the trust.  If such an event of default has occurred and is
continuing, only the holders of a majority in aggregate liquidation amount of the trust's preferred securities
may remove or replace the property and Delaware trustees.  The resignation or removal of any trustee of the
trusts will be effective only on the acceptance of appointment by the successor trustee in accordance with the
provisions of the trust agreement for the trust.

Information Concerning the Property Trustees

         For matters relating to compliance with the Trust Indenture Act of 1939, the property trustee of each
trust will have all of the duties and responsibilities of an indenture trustee under the Trust Indenture Act of
1939.  Each property trustee, other than during the occurrence and continuance of a default under the applicable
trust agreement, undertakes to perform only the duties as are specifically set forth in the applicable trust
agreement and, after a default, must use the same degree of care and skill as a prudent person would exercise or
use in the conduct of his or her own affairs.  Subject to this provision, a property trustee is under no
obligation to exercise any of the powers given it by the applicable trust agreement at the request of any holder
of preferred securities unless it is offered reasonable security or indemnity against the costs, expenses and
liabilities that it might incur.  If the property trustee is required to decide between alternative courses of
action, construe ambiguous provisions in the applicable trust agreement or is unsure of the application of any
provision of the applicable trust agreement, and the


Page 33



matter is not one on which the holders of preferred securities are entitled to vote, then the property trustee
will take such action as it deems advisable and in the best interests of the holders of the preferred and common
securities.  In this event, the property trustee will have no liability except for its own bad faith, negligence
or willful misconduct.

         The property trustee for each of the trusts is the same entity and will also serve as the indenture
trustee under the subordinated indenture and the guarantee trustee under each of the guarantee agreements.
Southern California Edison and certain of its affiliates maintain deposit accounts and banking relationships with
the property trustee.

Miscellaneous

         The trustees of each trust are authorized and directed to conduct the affairs of and to operate the
trust in such a way that:

        o   it will not be deemed to be an "investment company" required to be registered under the Investment
            Company Act of 1940;

        o   it will be classified as a grantor trust for United States federal income tax purposes; and

        o   the subordinated debt securities held by it will be treated as indebtedness of Southern California
            Edison for United States federal income tax purposes.

         Southern California Edison and the trustees of each trust are authorized to take any action (so long as
it is consistent with applicable law or the applicable certificate of trust or trust agreement) that Southern
California Edison and the trustees of the trust determine to be necessary or desirable for such purposes.

         Registered holders of preferred securities have no preemptive or similar rights.

         A trust may not borrow money, issue debt, execute mortgages or pledge any of its assets.

Governing Law

         Each trust agreement and the related preferred securities will be governed by and construed in
accordance with the laws of the State of Delaware.


                                  DESCRIPTION OF PREFERRED SECURITIES GUARANTEES

General

         Southern California Edison will execute a guarantee agreement, referred to herein as a "preferred
securities guarantee," for the benefit of the holders of preferred securities, at the time that a trust issues
those preferred securities.  Each preferred securities guarantee will be qualified as an indenture under the
Trust Indenture Act of 1939.  JPMorgan Chase Bank, N.A. will act as indenture trustee, referred to herein as the
"guarantee trustee," under each preferred securities guarantee for the purposes of compliance with the Trust
Indenture Act of 1939.

         The guarantee trustee will hold each preferred securities guarantee for the benefit of the preferred
securities holders of the applicable trust.

         Southern California Edison will irrevocably agree, as described in each preferred securities guarantee,
to pay in full, to the holders of the preferred securities issued by the applicable trust, the preferred
securities guarantee payments (as defined below), except to the extent previously paid, when and as due,
regardless of any defense, right of set-off or counterclaim which the trust may have or assert.  The following
payments, to the extent not paid by a trust, referred to herein as "preferred securities guarantee payments,"
will be covered by the applicable preferred securities guarantee:

        o   any accumulated and unpaid distributions required to be paid on the applicable preferred securities, to
            the extent that the trust has funds available to make the payment;


Page 34


        o   the redemption price, to the extent that the trust has funds available to make the payment; and

        o   upon a voluntary or involuntary dissolution, termination, winding-up or liquidation of the trust (other
            than in connection with a distribution of intercompany securities to holders of the preferred
            securities), the lesser of:

            -   the aggregate of the liquidation amounts specified in the prospectus supplement for each preferred
                security plus all accumulated and unpaid distributions on the preferred security to the
                date of payment, to the extent the trust has funds available to make the payment; and

            -   the amount of assets of the trust remaining available for distribution to holders of its preferred
                securities upon liquidation of the trust.

         Southern California Edison's obligation to make a preferred securities guarantee payment may be
satisfied by directly paying the required amounts to the holders of the preferred securities or by causing the
trust to pay the amounts to the holders.

Status of the Preferred Securities Guarantees

         Each preferred securities guarantee will constitute an unsecured obligation of Southern California
Edison and will rank either:

        o   with respect to subordinated debt securities, subordinate and junior in right of payment to all of
            Southern California Edison's other liabilities except those that rank equally or are subordinate
            by their terms; or

        o   with respect to preferred stock, equally with all other Southern California Edison preferred stock; and

        o   equal with any other preferred securities guarantee now or hereafter issued by Southern California
            Edison on behalf of the holders of preferred securities issued by any other trust.

         Each preferred securities guarantee will constitute a guarantee of payment and not of collection (in
other words, the holder of the guaranteed security may sue Southern California Edison, or seek other remedies, to
enforce its rights under the preferred securities guarantee without first suing any other person or entity).  A
preferred securities guarantee will not be discharged except by payment of the preferred securities guarantee
payments in full to the extent not otherwise paid or upon distribution to the applicable preferred securities
holders of the related intercompany securities pursuant to the applicable trust agreement.

Amendments and Assignment

         Except with respect to any changes which do not adversely affect the rights of holders of preferred
securities in any material respect (in which case no consent of the holders will be required), a preferred
securities guarantee may be amended only with the prior approval of the holders of at least a majority in
aggregate liquidation amount of the preferred securities.  A description of the way to obtain any approval
appears under the heading "Description of Preferred Securities--Voting Rights; Amendment of Trust Agreements"
above.  All guarantees and agreements contained in a preferred securities guarantee will be binding on Southern
California Edison's successors, assigns, receivers, trustees and representatives and are for the benefit of the
holders of the applicable preferred securities.

Events of Default

         An event of default under a preferred securities guarantee occurs if Southern California Edison fails to
make any of its required payments when due or fails to perform any of its other obligations under the preferred
securities guarantee for more than 30 days.


Page 35

         The holders of at least a majority in aggregate liquidation amount of the preferred securities relating
to each preferred securities guarantee will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the guarantee trustee relating to the preferred securities guarantee or to
direct the exercise of any trust or power given to the guarantee trustee under the preferred securities
guarantee.  In addition, any holder of preferred securities may bring a legal proceeding directly against
Southern California Edison to enforce its rights under the preferred securities guarantee, without first taking
legal action against the guarantee trustee, the trust or any other person.

Information Concerning Guarantee Trustees

         The guarantee trustee under a preferred securities guarantee, other than during the occurrence and
continuance of a default under the preferred securities guarantee, will perform only the duties that are
specifically described in the preferred securities guarantee.  After such a default, the guarantee trustee will
exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his or her
own affairs.  Subject to this provision, a guarantee trustee is under no obligation to exercise any of its powers
as described in the applicable preferred securities guarantee at the request of any holder of covered preferred
securities unless it is offered security and indemnity satisfactory to it against the costs, expenses and
liabilities that it might incur.

Termination of the Preferred Securities Guarantees

         Each preferred securities guarantee will terminate upon full payment of the redemption price of all the
applicable preferred securities, distribution of the related intercompany debt securities to the holders of the
preferred securities, or full payment of the amounts payable in accordance with the applicable trust agreement
upon liquidation of the applicable trust.  Each preferred securities guarantee will continue to be effective or
will be reinstated if at any time any holder of preferred securities issued by the applicable trust must restore
payment of any sums paid under the preferred securities or the preferred securities guarantee.

Governing Law

         The preferred securities guarantees will be governed by and construed in accordance with the laws of the
State of California, except that the rights, duties, immunities and indemnities of the guarantee trustee shall be
governed by the laws of the State of New York.

                                         DESCRIPTION OF EXPENSE AGREEMENTS

         Southern California Edison will execute an expense agreement at the same time that a trust issues
preferred securities.  Under the expense agreement, Southern California Edison will irrevocably and
unconditionally guarantee to each creditor of the trust the full amount of the trust's costs, expenses and
liabilities, other than the amounts owed to holders of its preferred and common securities pursuant to the terms
of those securities.  The creditors of the trust will be entitled to enforce the expense agreement.

         Southern California Edison's obligations under the expense agreement will be subordinated in right of
payment to the same extent as the preferred securities guarantee.  The expense agreement will contain provisions
regarding amendment, termination, assignment, succession and governing law similar to those contained in the
preferred securities guarantee.

                                 RELATIONSHIP DEFINING THE SCOPE OF THE GUARANTEE

         Payments of distributions and redemption and liquidation payments due on each series of preferred
securities (to the extent the applicable trust has funds available for the payments) will be guaranteed by
Southern California Edison to the extent described under the heading "Description of Preferred Securities
Guarantees" above.  No single document executed by Southern California Edison in connection with the issuance of
any series of preferred securities will provide for its full, irrevocable and unconditional guarantee of the
preferred securities.  It is only the combined operation of Southern California Edison's obligations under the
applicable preferred securities guarantee, trust agreement,


Page 36


subordinated indenture, subordinated debt securities, expense agreement and articles of incorporation,
as relevant, that has the effect of providing a full, irrevocable and unconditional guarantee of a
trust's obligations under its preferred securities.

         As long as Southern California Edison makes payments of dividends, interest and other payments when due
on the intercompany securities held by a trust, the payments will be sufficient to cover the payment of
distributions and redemption and liquidation payments due on the preferred securities issued by that trust,
primarily because:

        o   the aggregate principal amount or the par value of the intercompany securities will be equal to the sum
            of the aggregate liquidation amounts of the preferred and common securities;

        o   the interest rate or dividends and interest and other payment dates on the  intercompany  securities  will
            match the distribution rate and distribution and other payment dates for the preferred securities;

        o   Southern California Edison has agreed to pay for any and all costs, expenses and liabilities of each
            trust except the trust's obligations under its preferred securities; and

        o   each trust agreement provides that the related trust will not engage in any activity that is not
            consistent with the limited purposes of the trust.

         If and to the extent that Southern California Edison does not make payments on the intercompany
securities, the trust will not have funds available to make payments of distributions or other amounts due on its
preferred securities.  In those circumstances, a holder of preferred securities of the trust will not be able to
rely upon the preferred securities guarantee for payment of these amounts.  Instead, the holder may directly sue
Southern California Edison or seek other remedies to collect its pro rata share of payments owed.  If a holder
sues Southern California Edison to collect payment, then Southern California Edison will assume the holder's
rights as a holder of preferred securities under the trust's trust agreement to the extent Southern California
Edison makes a payment to the holder in any legal action.

         A holder of any preferred security may sue Southern California Edison, or seek other remedies, to
enforce its rights under the applicable preferred securities guarantee without first suing the applicable
guarantee trustee, the trust which issued the preferred security or any other person or entity.

                                                      EXPERTS

         The financial statements for the years ended December 31, 2003 and December 31, 2002, incorporated in
this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2003, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting
firm, given on the authority of said firm as experts in auditing and accounting.

         The financial statements and the related financial statement schedules of Southern California Edison for
the year ended December 31, 2001 have been audited by Arthur Andersen LLP, independent accountants, as stated in
their report dated March 25, 2002. Arthur Andersen has not consented to the incorporation by reference of their
report in this prospectus, and we have dispensed with the requirement to file Arthur Andersen's consent in
reliance on Rule 437a under the Securities Act.  Because Arthur Andersen has not consented to the inclusion of
their report in this prospectus, your ability to assert claims against Arthur Andersen LLP may be limited.

                          VALIDITY OF THE SECURITIES AND PREFERRED SECURITIES GUARANTEES

         The validity of the first mortgage bonds, debt securities, preferred stock, preferred securities and
preferred securities guarantees offered by this prospectus will be passed upon for Southern California Edison by
Stephen E. Pickett, its Vice President and General Counsel, or Kenneth S. Stewart, its



Page 37


Assistant General Counsel, and for any underwriters by their counsel.  The validity of the preferred securities
under Delaware law will be passed upon by Richards, Layton &amp; Finger, P.A., special Delaware counsel for Southern
California Edison, the trusts and the Delaware trustee.

         Mr. Pickett and Mr. Stewart are salaried employees of Southern California Edison and share in the
benefits available to employees.  As of September 30, 2004, their direct or indirect interests in shares of
Edison International's common stock were:  Mr. Pickett - 118,221 shares, and Mr. Stewart - 72,234 shares.  These
shares include those beneficially owned through an employee stock savings plan and a dividend reinvestment plan,
and options and deferred stock units awarded under an executive incentive plan.  They own no securities of
Southern California Edison or the trusts.


                                               PLAN OF DISTRIBUTION

         We may sell the securities described in this prospectus from time to time in one or more
transactions:

        o   to purchasers directly;

        o   to underwriters for public offering and sale by them;

        o   through agents;

        o   through dealers; or

        o   through a combination of any of the foregoing methods of sale.

         We may distribute the securities from time to time in one or more transactions at:

        o   a fixed price or prices, which may be changed;

        o   market prices prevailing at the time of sale;

        o   prices related to such prevailing market prices; or

        o   negotiated prices.

Direct Sales

         We may sell the securities directly to institutional investors or others who may be deemed to be
underwriters within the meaning of the Securities Act of 1933, as amended, with respect to any resale of the
securities.  We will describe in a prospectus supplement the terms of any sale of securities.

To Underwriters

         The applicable prospectus supplement will name any underwriter involved in a sale of securities.
Underwriters may offer and sell securities at a fixed price or prices, which may be changed, or from time to time
at market prices or at negotiated prices.  Underwriters may be deemed to have received compensation from us from
sales of securities in the form of underwriting discounts or commissions and may also receive commissions from
purchasers of securities for whom they may act as agent.  Underwriters may also be involved in any offering of
equity securities by or on our behalf.

         Underwriters may sell securities to or through dealers, and such dealers may receive compensation in the
form of discounts, concessions or commissions from the underwriters and/or commissions (which may be changed from
time to time) from the purchasers for whom they may act as agent.

         Unless otherwise provided in a prospectus supplement, the obligations of any underwriters to purchase
securities will be subject to certain conditions precedent, and the underwriters will be obligated to purchase
all the securities if any are purchased.


Page 38



Through Agents and Dealers

         We will name any agent involved in a sale of securities, as well as any commissions payable by us to
such agent, in a prospectus supplement.  Unless we indicate differently in the applicable prospectus supplement,
any such agent will be acting on a reasonable efforts basis for the period of its appointment.

         If we use a dealer in the sale of the securities, we will sell the securities to the dealer.  The dealer
may then resell the securities to the public at varying prices to be determined by the dealer at the time of
resale.

Delayed Delivery Contracts

         If we so specify in the applicable prospectus supplement, we will authorize underwriters, dealers and
agents to solicit offers by certain institutions to purchase the securities pursuant to contracts providing for
payment and delivery on future dates.  Institutions with whom the contracts, when authorized, may be made include
commercial and savings banks, insurance companies, pension funds, investment companies, educational and
charitable institutions, and other institutions, but shall in all cases be subject to the approval of Southern
California Edison.  Such contracts will be subject to only those conditions set forth in the applicable
prospectus supplement and the condition that the purchase by an institution of the securities covered under any
such contract shall not at the time of delivery be prohibited under the laws of any jurisdiction in the United
States to which that institution is subject.

         The underwriters, dealers and agents will not be responsible for the validity or performance of the
contracts.  We will set forth in the prospectus supplement relating to the contracts the price to be paid for the
securities, the commissions payable for solicitation of the contracts and the date in the future for delivery of
the securities.

General Information

         Underwriters, dealers and agents participating in a sale of the securities may be deemed to be
underwriters as defined in the Securities Act of 1933, and any discounts and commissions received by them and any
profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions
under the Securities Act of 1933.  We may have agreements with underwriters, dealers and agents to indemnify them
against certain civil liabilities, including liabilities under the Securities Act of 1933, and to reimburse them
for certain expenses.

         In compliance with the guidelines of the National Association of Securities Dealers, Inc., the maximum
discount or commission to be received by any NASD member or independent broker-dealer may not exceed 8% of the
aggregate amount of the securities offered pursuant to this prospectus and any applicable prospectus supplement;
however, it is anticipated that the maximum commission or discount to be received in any particular offering of
securities will be significantly less than this amount.

         Underwriters or agents and their associates may be customers of, engage in transactions with or perform
services for us or our affiliates in the ordinary course of business.

         Unless we indicate differently in a prospectus supplement, we will not list the securities on any
securities exchange.  The securities will be a new issue of securities with no established trading market. Any
underwriters that purchase securities for public offering and sale may make a market in such securities, but such
underwriters will not be obligated to do so and may discontinue any market making at any time without notice.  We
make no assurance as to the liquidity of or the trading markets for any securities.

         To facilitate a debt securities offering, any underwriter may engage in over-allotment, stabilizing
transactions, short covering transactions and penalty bids in accordance with Regulation M under the Securities
Exchange Act of 1934.


Page 39

        o   Over-allotment involves sales in excess of the offering size, which creates a short position.

        o   Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids
            do not exceed a specified maximum.

        o   Short covering positions involve purchases of the securities in the open market after the distribution
            is completed to cover short positions.

        o   Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities
            originally sold by the dealer are purchased in a covering transaction to cover short positions.

         Those activities may cause the price of the debt securities to be higher than it otherwise would be.  If
commenced, the activities may be discontinued by the underwriters at any time.

                                        WHERE YOU CAN FIND MORE INFORMATION

Available Information

         We file reports, proxy statements and other information with the Securities and Exchange Commission.
You may read and copy these reports and proxy statements and other information at the Public Reference Room
maintained by the Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.  You may
obtain further information on the operation of the Securities and Exchange Commission's Public Reference Room by
calling them at 1-800-SEC-0330.

         The Securities and Exchange Commission also maintains an Internet web site that contains reports, proxy
statements and other information about issuers, such as Southern California Edison, that file electronically with
the Securities and Exchange Commission.  The address of that web site is http://www.sec.gov.

         You may also review reports, proxy statements and other information about Southern California Edison at
our offices at 2244 Walnut Grove Avenue, Rosemead, California 91770.  You may view and obtain copies of some of
those reports and other information on the web site maintained by Southern California Edison's parent, Edison
International, at http://www.edison.com.

         This prospectus is part of a registration statement that we filed with the Securities and Exchange
Commission.  You may obtain the full registration statement from the Securities and Exchange Commission or us, as
indicated below.  We filed forms or copies of the articles of incorporation, indentures and other documents
establishing the terms of the offered securities as exhibits to the registration statement.  Statements in this
prospectus or any supplement about these documents are summaries.  You should refer to the actual documents for a
more complete description of the relevant matters.

Incorporation by Reference

         The rules of the Securities and Exchange Commission allow us to "incorporate by reference" into this
prospectus, which means that we can disclose important information to you by referring you to another document
filed separately with the Securities and Exchange Commission.  The information incorporated by reference is
considered to be part of this prospectus, and later information that we file with the Securities and Exchange
Commission will automatically update and supersede the earlier information.  This prospectus incorporates by
reference the documents listed below that we have previously filed or may file in the future with the Securities
and Exchange Commission.  These documents contain important information about Southern California Edison.

        o   Our Annual Report on Form 10-K for the year ended December 31, 2003.

        o   Our Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 2004.



Page 40


        o   Our Current Reports on Form 8-K dated January 9, March 2, March 25, May 21, July 14, September 10,
            October 21, and December 10, 2004.

        o   The "Description of Registrant's Securities to be Registered" on page 2 of our Registration Statement on
            Form 8-A dated February 13, 1999, which incorporates by reference the material appearing under
            the headings "Description of the Preferred Stock" in the prospectus dated February 21, 1990, and
            "Certain Terms of the New Stock" in the prospectus supplement dated January 21, 1992, contained in
            our registration statement on Form S-3 (Registration Number 33-33406).

        o   All additional documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
            Securities Exchange Act of 1934 between the date of this prospectus and the end of the offering
            of the securities described in this prospectus.  Those documents include Annual Reports on Form
            10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and proxy statements mailed to
            our shareholders.

         Upon request, we will provide a copy of any of these filings without charge to each person to whom a
copy of this prospectus has been delivered.  You may request a copy of these filings by writing or calling us at:

                                        Southern California Edison Company
                                             2244 Walnut Grove Avenue
                                                   P.O. Box 800
                                            Rosemead, California 91770
                                          Attention: Corporate Governance
                                             Telephone (626) 302-2662
                                                Fax (626) 302-2610





Page 41


                                                      PART II

                                      INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.    Other Expenses of Issuance and Distribution.

         The following is a statement of estimated expenses in connection with the issuance and distribution of
the securities being registered, other than underwriting discounts and commissions.

        1.  Securities and Exchange Commission Registration Fee.....................................       $316,750
        2.  California Public Utilities Commission Fees.............................................        581,000
        3.  Printing, Engraving and Freight Expenses................................................        135,000
        4.  Legal Fees and Expenses.................................................................        200,000
        5.  Accounting Fees and Expenses............................................................        202,500
        6.  Trustee Fees and Expenses...............................................................        320,000
        7.  Blue Sky and Legal Investment Fees and Expenses.........................................         15,000
        8.  Rating Agency Fees......................................................................      1,100,000
        9.  Miscellaneous...........................................................................         10,000
                                                                                                        -----------
                  Total.............................................................................     $2,880,250
                                                                                                         ==========

Item 15.    Indemnification of Directors and Officers.

         Section 317 of the California Corporations Code provides that a corporation shall have the power to
indemnify any person who was or is a party or is threatened to be made a party to any proceeding or action by
reason of the fact that he or she is or was a director, officer, employee or other agent of such corporation or
is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation or other enterprise.  Section 317 also grants authority to a corporation to include in its articles
of incorporation indemnification provisions in excess of that permitted in Section 317, subject to certain
limitations.

         Article Eighth of the Restated Articles of Incorporation of Southern California Edison Company
authorizes Southern California Edison Company to provide indemnification of directors, officers, employees, and
other agents through bylaw provisions, agreements with agents, votes of shareholders or disinterested directors,
or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations
Code, subject only to the applicable limits set forth in Section 204 of the California Corporations Code.

         Article VI of the Amended Bylaws of Southern California Edison Company contains provisions implementing
the authority granted in Article Eighth of the Restated Articles of Incorporation.  The Amended Bylaws provide
for the indemnification of any director or officer of Southern California Edison Company, or any person acting at
the request of Southern California Edison Company as a director, officer, employee or agent of another
corporation or other enterprise, for any threatened, pending or completed action, suit or proceeding to the
fullest extent permissible under California law and the Restated Articles of Incorporation of Southern California
Edison Company, subject to the terms of any agreement between Southern California Edison Company and such a
person; provided that, no such person shall be indemnified: (i) except to the extent that the aggregate of losses
to be indemnified exceeds the amount of such losses for which the director or officer is paid pursuant to any
directors' or officers' liability insurance policy maintained by Southern California Edison Company; (ii) on
account of any suit in which judgment is rendered for an accounting of profits made from the purchase or sale of
securities of Southern California Edison Company pursuant to Section 16(b) of the Securities Exchange Act of 1934
and amendments thereto or similar provisions of any federal, state or local statutory law; (iii) if a court of
competent jurisdiction finally determines that the indemnification is unlawful; (iv) for acts or omissions
involving intentional misconduct or knowing and culpable violation of law; (v) for acts or omissions that the
director or officer believes to be contrary to the best interests of Southern California Edison Company or its
shareholders, or that involve the absence of good faith; (vi) for any transaction from which the director or
officer derived an improper personal benefit; (vii) for acts or omissions that show a reckless disregard for the
director's or officer's duty to Southern California Edison Company or its shareholders in circumstances in which
the director or officer was aware, or should have been aware, in the ordinary course of performing his or her
duties, of a risk of serious injury to Southern California Edison Company;


Page II-1


(viii) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication
of the director's or officer's duties to Southern California Edison Company or its shareholders; (ix) for costs,
charges, expenses, liabilities and losses arising under Section 310 or 316 of the California Corporations Code;
or (x) as to circumstances in which indemnity is expressly prohibited by Section 317 of the California Corporations
Code.  The exclusions set forth in clauses (iv) through (ix) above shall apply only to indemnification with regard
to any action brought by or in the right of Southern California Edison Company for breach of duty to Southern
California Edison Company or its shareholders.  The Amended Bylaws of Southern California Edison Company also
provide that Southern California Edison Company shall indemnify any director or officer in connection with
(a) a proceeding (or part thereof) initiated by him or her only if such proceeding (or part thereof) was authorized
by the Board of Directors of Southern California Edison Company or (b) a proceeding (or part thereof) other than a
proceeding by or in the name of Southern California Edison Company to procure a judgment in its favor, only if any
settlement of such a proceeding is approved in writing by Southern California Edison Company.  Indemnification shall
cover all costs, charges, expenses, liabilities and losses, including attorneys' fees, judgments, fines, ERISA excise
taxes, or penalties and amounts paid or to be paid in settlement, reasonably incurred or suffered by the director or
officer.

         Southern California Edison Company has directors' and officers' liability insurance policies in force
insuring directors and officers of Southern California Edison Company and its subsidiaries.  Southern California
Edison Company has also entered into written agreements with each of its directors incorporating the
indemnification provisions of its Amended Bylaws.

Item 16.    Exhibits.

         See Exhibit Index.

Item 17.    Undertakings.

         The undersigned registrants hereby undertake:

              (1)  To file, during any period in which offers or sales are being made, a post-effective amendment
         to this registration statement:

                  (i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

                  (ii)  To reflect in the prospectus any facts or events arising after the effective date of the
              registration statement (or the most recent post-effective amendment thereof) which, individually or
              in the aggregate, represent a fundamental change in the information set forth in the registration
              statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered
              (if the total dollar value of securities offered would not exceed that which was registered) and
              any deviation from the low or high end of the estimated maximum offering range may be reflected in
              the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)
              if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in
              the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in
              the effective registration statement; and

                  (iii)  To include any material information with respect to the plan of distribution not
              previously disclosed in the registration statement or any material change to such information in
              the registration statement;

         provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be
         included in a post-effective amendment by those paragraphs is contained in periodic reports filed with
         or furnished to the Securities and Exchange Commission by the registrants pursuant to Section 13 or
         Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the
         registration statement.

              (2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such
         post-effective amendment shall be deemed to be a new registration statement relating to the securities



Page II-2



         offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
         fide offering thereof.

              (3)  To remove from registration by means of a post-effective amendment any of the securities being
         registered which remain unsold at the termination of the offering.

              (4)  That, for purposes of determining any liability under the Securities Act of 1933, each filing
         of the registrants' annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
         Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new
         registration statement relating to the securities offered herein, and the offering of such securities at
         that time shall be deemed to be the initial bona fide offering thereof.

              (5)  To (i) use its best efforts to distribute prior to the opening of bids, to prospective
         bidders, underwriters and dealers, a reasonable number of copies of a prospectus which at that time
         meets the requirements of Section 10(a) of the Securities Act of 1933, and relating to any securities
         offered at competitive bidding, as contained in the registration statement, together with any
         supplements thereto, and (ii) file an amendment to the registration statement reflecting the results of
         bidding, the terms of the reoffering and related matters to the extent required by the applicable form,
         not later than the first use, authorized by the registrant after the opening of bids, of a prospectus
         relating to any securities offered at competitive bidding, unless no further public offering of such
         securities by the registrant and no reoffering of such securities by the purchasers is proposed to be
         made.

              (6)  To file an application for the purpose of determining the eligibility of the trustees to act
         under subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance with the rules and
         regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Trust
         Indenture Act of 1939.

              (7)  That, for purposes of determining any liability under the Securities Act of 1933, the
         information omitted from the form of prospectus filed as part of this registration statement in reliance
         upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1)
         or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration
         statement as of the time it was declared effective.

              (8)  That, for the purpose of determining any liability under the Securities Act of 1933, each
         post-effective amendment that contains a form of prospectus shall be deemed to be a new registration
         statement relating  to the securities offered therein, and the offering of such securities at that time
         shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrants pursuant to the provisions described in Item 15
above, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the
payment by the registrants of expenses incurred or paid by a director, officer, or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrants will, unless in the opinion of their counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by them is against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.





Page II-3

                                                    SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Southern California Edison Company certifies
that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Rosemead, State of California on the 13th day of December, 2004.

                                                                SOUTHERN CALIFORNIA EDISON COMPANY


                                                               By             /s/ Robert C. Boada
                                                                  -------------------------------------------
                                                                                  Robert C. Boada
                                                                           Vice President and Treasurer


      Pursuant to the  requirements of the Securities Act of 1933, this  Registration  Statement has been signed by
the following persons in the capacities and on the date indicated.

           Signature                                             Title                               Date
           ---------                                             -----                               ----

Principal Executive Officer:
         Alan J. Fohrer*                              Chief Executive Officer                December 13, 2004

Principal Financial Officer:
         W. James Scilacci*                           Senior Vice President and              December 13, 2004
                                                        Chief Financial Officer

Controller or Principal Accounting Officer:
         Thomas M. Noonan*                            Vice President and                     December 13, 2004
                                                        Controller

Majority of Board of Directors:
         John E. Bryson*                              Director                               December 13, 2004
         Alan J. Fohrer*                              Director                               December 13, 2004
         France A. Cordova*                           Director                               December 13, 2004
         Bradford M. Freeman*                         Director                               December 13, 2004
         Bruce Karatz*                                Director                               December 13, 2004
         Luis G. Nogales*                             Director                               December 13, 2004
         Ronald L. Olson*                             Director                               December 13, 2004
         James M. Rosser*                             Director                               December 13, 2004
         Richard T. Schlosberg, III*                  Director                               December 13, 2004
         Robert H. Smith *                            Director                               December 13, 2004
         Thomas C. Sutton *                           Director                               December 13, 2004


*By        /s/ Robert C. Boada
    -------------------------------------------------
        (Robert C. Boada, Attorney-in-Fact)



Page II-4

                                                    SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, SCE Trust I certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Rosemead, State of California on the 13th day of December, 2004.

                                                          SCE TRUST I
                                                          By:  SOUTHERN CALIFORNIA EDISON COMPANY,
                                                                   as Depositor


                                                          By  /s/ Kenneth S. Stewart
                                                             -----------------------------
                                                               Kenneth S. Stewart




Page II-5

                                                    SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, SCE Trust II certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Rosemead, State of California on the 13th day of December, 2004.

                                                          SCE TRUST II
                                                          By:  SOUTHERN CALIFORNIA EDISON COMPANY,
                                                                   as Depositor


                                                          By /s/ Kenneth S. Stewart
                                                             -----------------------------
                                                               Kenneth S. Stewart





Page II-6

                                                    SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, SCE Trust III certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused
this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Rosemead, State of California on the 13th day of December, 2004.

                                                          SCE TRUST III
                                                          By:  SOUTHERN CALIFORNIA EDISON COMPANY,
                                                                   as Depositor


                                                          By  /s/ Kenneth S. Stewart
                                                             -----------------------------
                                                               Kenneth S. Stewart


Page II-7

                                                   EXHIBIT INDEX



Exhibit
Number                                               Description
- ------                                               -----------

   1.1      Form of Underwriting Agreement (First Mortgage Bonds)+
   1.2      Form of Underwriting Agreement (Senior Debt Securities)+
   1.3      Form of Underwriting Agreement (Subordinated Debt Securities)+
   1.4      Form of Underwriting Agreement (Preferred Stock)+
   1.5      Form of Underwriting Agreement (Preferred Securities)+
   3.1      Certificate of Amendment and Restated Articles of Incorporation of Southern
            California Edison Company, effective June 1, 1993 (File No. 1-2313, Form 10-K for
            the year ended December 31, 1993)*
   3.2      Certificate of Correction of Restated Articles of Incorporation of Southern
            California Edison Company, effective August 21, 1997 (File No. 1-2313, Form 10-Q
            for the quarter ended September 30, 1997)*
   3.3      Amended Bylaws of Southern California Edison Company, effective May 20, 2004 (File
            No. 1-2313, Form 8-K dated May 20, 2004)*
   3.4      Certificate of Trust of SCE Trust I (Registration No. 333-44778)*
   3.5      Certificate of Trust of SCE Trust II (Registration No. 333-44778)*
   3.6      Certificate of Trust of SCE Trust III
   4.1      SCE First Mortgage Bond Trust Indenture, dated as of October 1, 1923 (Registration
            No. 2-1369)*
   4.2      Supplemental Indenture, dated as of March 1, 1927 (Registration No. 2-1369)*
   4.3      Third Supplemental Indenture, dated as of June 24, 1935 (Registration No. 2-1602)*
   4.4      Fourth Supplemental Indenture, dated as of September 1, 1935 (Registration No.
            2-4522)*
   4.5      Fifth Supplemental Indenture, dated as of August 15, 1939 (Registration No.
            2-4522)*
   4.6      Sixth Supplemental Indenture, dated as of September 1, 1940 (Registration No.
            2-4522)*
   4.7      Eighth Supplemental Indenture, dated as of August 15, 1948 (Registration No.
            2-7610)*
   4.8      Twenty-Fourth Supplemental Indenture, dated as of February 15, 1964 (Registration
            No. 2-22056)*
   4.9      Eighty-Eighth Supplemental Indenture, dated as of July 15 1992 (File No. 1-2313,
            Form 8-K dated July 22, 1992)*
   4.10     Form of New Supplemental Indenture+
   4.11     Form of First Mortgage Bond+
   4.12     Indenture for Senior Debt Securities (File No. 1-2313, Form 8-K dated January 28,
            1993)*
   4.13     Form of Senior Debt Security (included in Exhibit 4.12)*
   4.14     Form of Indenture for Subordinated Debt Securities (Registration No. 333-44778)*
   4.15     Form of Subordinated Debt Security (included in Exhibit 4.14)*
   4.16     Trust Agreement of SCE Trust I (Registration No. 333-44778)*
   4.17     Amendment to Trust Agreement of SCE Trust I
   4.18     Trust Agreement of SCE Trust II (Registration No. 333-44778)*
   4.19     Amendment to Trust Agreement of SCE Trust II
   4.20     Trust Agreement of SCE Trust III
   4.21     Form of Amended and Restated Trust Agreement for each of SCE Trust I, SCE Trust II
            and SCE Trust III relating to subordinated debt securities (Registration
            No. 333-44778)*


Page II-8


   4.22     Form of Amended and Restated Trust Agreement for each of SCE Trust I, SCE Trust II
            and SCE Trust III relating to preferred stock
   4.23     Form of Expense Agreement for each of SCE Trust I, SCE Trust II and SCE Trust III
            (included in Exhibits 4.19 and 4.20)*
   4.24     Form of Preferred Security (included in Exhibits 4.19 and 4.20)*
   4.25     Form of Guarantee Agreement relating to subordinated debt securities (Registration
            No. 333-44778)*
   4.26     Form of Guarantee Agreement relating to preferred stock
   5.1      Opinion of Kenneth S. Stewart as to legality of the securities being registered
   5.2      Opinion of Richards, Layton &amp; Finger, P.A. relating to SCE Trust I, SCE Trust II
            and SCE Trust III
   12.1     Statement regarding Computation of Ratios of Earnings to Fixed Charges and
            Preferred Stock Dividends
   12.2     Statement regarding Computation of Ratios of Earnings to Fixed Charges
   23.1     Consents of Stephen E. Pickett and Kenneth S. Stewart
   23.2     Consent of Richards, Layton &amp; Finger, P.A. (included in Exhibit 5.2)
   23.3     Consent of PricewaterhouseCoopers LLP
   24.1     Power of Attorney as to Southern California Edison Company
   24.2     Certified Copy of Resolution of Board of Directors Authorizing Signature
   25.1     Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as
            amended, of The Bank of New York, as Trustee under the Indenture (First Mortgage
            Bonds).
   25.2     Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as
            amended, of The Bank of New York, as Trustee under the Indenture (Senior Debt
            Securities).
   25.3     Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as
            amended, of JPMorgan Chase Bank, N.A., as Trustee under the Indenture
            (Subordinated Debt Securities).
   25.4     Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as
            amended, of JPMorgan Chase Bank, N.A., as Property Trustee--SCE Trust I
   25.5     Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as
            amended, of JPMorgan Chase Bank, N.A., as Property Trustee--SCE Trust II
   25.6     Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as
            amended, of JPMorgan Chase Bank, N.A., as Property Trustee--SCE Trust III
   25.7     Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as
            amended, of JPMorgan Chase Bank, N.A., as Guarantee Trustee--SCE Trust I
   25.8     Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as
            amended, of JPMorgan Chase Bank, N.A., as Guarantee Trustee--SCE Trust II
   25.9     Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as
            amended, of JPMorgan Chase Bank, N.A., as Guarantee Trustee--SCE Trust III
- ------------------

+ To be filed by amendment or by incorporation by reference of a Current Report on Form 8-K in
connection with the offering of the securities.

* Incorporated by reference pursuant to Rule 411.


Page II-9







</PRE>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.6
<SEQUENCE>2
<FILENAME>ex36s31204.htm
<DESCRIPTION>CERTIFICATE OF TRUST OF SCE TRUST III
<TEXT>
<HTML>
<HEAD>
<TITLE>
Certificate of Trust of SCE Trust III</TITLE>
</HEAD>
<BODY>
<PRE>
                                               <b>CERTIFICATE OF TRUST

                                                        OF

                                                   SCE TRUST III</b>


         This  Certificate of Trust of SCE Trust III (the "Trust"),  dated December 8, 2004, is being duly executed
and filed by the  undersigned,  as trustee,  to form a statutory  trust under the Delaware  Statutory Trust Act (12
<u>Del. C.</u> ss. 3801, <u>et seq.</u>) (the "Act").


         1.       <u>Name.</u>  The name of the statutory trust formed by this Certificate of Trust is: SCE Trust III.

         2.       <u>Trustee</u>.  The name and business  address of the trustee of the Trust with its principal  place of
business  in the State of  Delaware  are Chase  Manhattan  Bank USA,  National  Association,  c/o JP Morgan  Chase,
Attention: Institutional Trust Services, 500 Stanton Christiana Road, OPS4 / 3rd Floor, Newark, Delaware 19713.

         3.       <u>Effective Date</u>.  This  Certificate of Trust shall be effective upon filing with the Secretary of
State of the State of Delaware.

         IN WITNESS  WHEREOF, the undersigned, being the trustee of the Trust, has executed this Certificate of
Trust in accordance with Section 3811(a)(1) of the Act.

                                                      CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its
                                                      individual capacity, but solely as trustee


                                                      By:        /s/ John J. Cashin
                                                                 -------------------------------------------
                                                      Name:      John J. Cashin
                                                      Title:     Vice President



                                                      JP MORGAN CHASE BANK, N.A., not in its individual capacity,
                                                      but solely as trustee


                                                      By:        /s/ James M. Foley
                                                                 -------------------------------------------
                                                      Name:      James. M. Foley
                                                      Title:     Assistant Vice President



</PRE>
</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.17
<SEQUENCE>3
<FILENAME>ex417s31204.htm
<DESCRIPTION>AMENDMENT TO TRUST AGREEMENT OF SCE TRUST I
<TEXT>
<HTML>
<HEAD>
<TITLE>
Exhibit 4.17 - Amendment to Trust Agreement</TITLE>
</HEAD>
<BODY>
<PRE>
                                           AMENDMENT TO TRUST AGREEMENT

                  This  Amendment  to Trust  Agreement  (this  "Amendment")  is  entered  into as of the 8th day of
December,  2004, among (i) SOUTHERN  CALIFORNIA  EDISON COMPANY (the  "Depositor"),  (ii) CHASE MANHATTAN BANK USA,
NATIONAL  ASSOCIATION,  a national banking  association,  as Trustee (the "Delaware  Trustee"),  and (iii) JPMORGAN
CHASE BANK, N.A., a national banking  association,  as Trustee (formerly known as JPMORGAN CHASE BANK and THE CHASE
MANHATTAN BANK) (jointly with the Delaware Trustee, the "Trustees") of SCE Trust II (the "Trust").

                  WHEREAS,  the governing  instrument of the Trust is the Trust  Agreement,  dated as of August 22,
2000 (the "Trust Agreement"), between the Depositor and the Trustees; and

                  WHEREAS, the parties hereto desire to amend the Trust Agreement as set forth herein.

                  NOW, THEREFORE, the signatories hereto hereby agree as follows:


I.       Amendments
         ----------

                  A.       The Trust  Agreement is hereby  amended by deleting all  references  to "Business  Trust
Act" therein and  substituting  the words  "Statutory  Trust Act" in lieu  thereof.  The Trust  Agreement is hereby
amended by deleting all references to "business  trust" therein and  substituting  the words  "statutory  trust" in
lieu thereof.

                  B.       Section 3 of the Trust  Agreement is hereby  amended by deleting the words "the form" in
the third line thereof and substituting the words "a form" in lieu thereof.

                  C.       Section 9 of the Trust  Agreement is hereby  amended by adding the  following to the end
thereof:

                  "If the 1933 Act Registration  Statement  expires or is otherwise  terminated,  then
                  the  Depositor  shall  inform  the  Trustees  either  that  (i) the  Trust  shall be
                  dissolved,  wound up and  terminated  and that the Trustees  shall  execute and file
                  with the Delaware  Secretary of State (at the Depositor's  expense) a Certificate of
                  Cancellation  of the  Certificate of Trust of the Trust, or (ii) the Trust shall not
                  be dissolved,  wound up and terminated due to the fact that the Trust will, within a
                  reasonable  time  period,  become  registrants  in  another  1933  Act  Registration
                  Statement relating to Preferred Securities of the Trust."

                  D.       The  Trust  Agreement  is  hereby  amended  by  adding  a new  Section  10 to the  Trust
Agreement as follows:

                  "The Depositor hereby agrees to (i) reimburse the Trustees for all


Page 1

                  reasonable  expenses  (including  reasonable  fees and expenses of counsel and other
                  experts),  (ii)  indemnify,  defend and hold  harmless  the  Trustees and any of the
                  officers,  directors,  employees  and  agents  of  the  Trustees  (the  "Indemnified
                  Persons")  from and against  all  losses,  damages,  liabilities,  claims,  actions,
                  suits, costs,  expenses,  disbursements  (including the reasonable fees and expenses
                  of counsel),  taxes and penalties of any kind and nature  whatsoever  (collectively,
                  "Expenses"),  to the extent that such  Expenses  arise out of or are imposed upon or
                  asserted  at  any  time  against  such  Indemnified  Persons  with  respect  to  the
                  performance of this Trust Agreement,  the creation,  operation or termination of the
                  Trust or the transactions  contemplated hereby;  provided,  that the Depositor shall
                  not be required to indemnify  any  Indemnified  Person for any Expenses  which are a
                  result of the willful misconduct,  bad faith or gross negligence of such Indemnified
                  Person and (iii) advance to each such Indemnified  Person Expenses  incurred by such
                  Indemnified Person in defending any claim, demand,  action, suit or proceeding prior
                  to the final  disposition of such claim,  demand,  action,  suit or proceeding  upon
                  receipt by the  Depositor  of an  undertaking,  by or on behalf of such  Indemnified
                  Person, to repay such amount if it shall be determined that such Indemnified  Person
                  is not entitled to be indemnified  therefor  under this Section 10. The  obligations
                  of the Depositor  under this Section 10 shall survive the  resignation or removal of
                  either of the  Trustees,  shall  survive  the  termination,  amendment,  supplement,
                  and/or  restatement of this Trust  Agreement,  and shall survive the transfer by the
                  Depositor of any or all of its interest in the Trust."

II.      Miscellaneous
         -------------

                  A.       This  Amendment  may be  executed  in one or more  counterparts,  each of which  will be
deemed an original, but all of which together will constitute one and the same instrument.

                  B.       Except to the extent  modified  hereby,  the Trust  Agreement shall remain in full force
and effect.

                  C.       This  Amendment  shall  be  binding  upon,  and  shall  inure  to the  benefit  of,  the
signatories hereto and their respective successors and assigns.

                  D.       This  Agreement  shall be governed by and construed in  accordance  with the laws of the
State of Delaware, without regard to conflicts of laws principles.

                  Capitalized  terms  used  herein  and not  otherwise  defined  are used as  defined  in the Trust
Agreement.
                                             [Signatures on next page]






Page 2






         IN WITNESS  WHEREOF,  the parties  hereto have caused this Amendment to be duly executed as of the day and
year first above written.



                                            SOUTHERN CALIFORNIA EDISON COMPANY, as Depositor



                                            By:      /s/ Mary C. Simpson
                                            ------------------------------------------------
                                                     Name:  Mary C. Simpson
                                                     Title:    Assistant Treasurer


                                            JPMORGAN CHASE BANK, N.A., as Trustee



                                            By:      /s/ James M. Foley
                                            ------------------------------------------------
                                                     Name:  James M. Foley
                                                     Title:    Assistant Vice President


                                            CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, as Trustee



                                            By:      /s/ John J. Cashin
                                            ------------------------------------------------
                                                     Name:     John J. Cashin
                                                     Title:    Vice President






</PRE>
</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.19
<SEQUENCE>4
<FILENAME>ex419s31204.htm
<DESCRIPTION>AMENDMENT TO TRUST AGREEMENT OF SCE TRUST II
<TEXT>
<HTML>
<HEAD>
<TITLE>
Exhibit 4.19 - Amendment to Trust Agreement</TITLE>
</HEAD>
<BODY>
<PRE>
                                             AMENDMENT TO TRUST AGREEMENT

                  This Amendment to Trust Agreement (this  "Amendment") is entered into as of the 8th day of December,
2004,  among (i) SOUTHERN  CALIFORNIA  EDISON  COMPANY (the  "Depositor"),  (ii) CHASE  MANHATTAN  BANK USA,  NATIONAL
ASSOCIATION,  a national  banking  association,  as Trustee (the "Delaware  Trustee"),  and (iii) JPMORGAN CHASE BANK,
N.A., a national  banking  association,  as Trustee  (formerly  known as JPMORGAN  CHASE BANK and THE CHASE  MANHATTAN
BANK) (jointly with the Delaware Trustee, the "Trustees") of SCE Trust II (the "Trust").

                  WHEREAS, the governing  instrument of the Trust is the Trust Agreement,  dated as of August 22, 2000
(the "Trust Agreement"), between the Depositor and the Trustees; and

                  WHEREAS, the parties hereto desire to amend the Trust Agreement as set forth herein.

                  NOW, THEREFORE, the signatories hereto hereby agree as follows:


I.       Amendments
         ----------

                  A.       The Trust  Agreement is hereby amended by deleting all  references to "Business  Trust Act"
therein and substituting  the words  "Statutory  Trust Act" in lieu thereof.  The Trust Agreement is hereby amended by
deleting all references to "business trust" therein and substituting the words "statutory trust" in lieu thereof.

                  B.       Section 3 of the Trust  Agreement is hereby amended by deleting the words "the form" in the
third line thereof and substituting the words "a form" in lieu thereof.

                  C.       Section 9 of the Trust  Agreement  is hereby  amended  by adding the  following  to the end
thereof:

                  "If the 1933 Act Registration  Statement  expires or is otherwise  terminated,  then the
                  Depositor  shall  inform the  Trustees  either  that (i) the Trust  shall be  dissolved,
                  wound up and  terminated  and that the Trustees shall execute and file with the Delaware
                  Secretary of State (at the  Depositor's  expense) a Certificate of  Cancellation  of the
                  Certificate  of Trust of the Trust,  or (ii) the Trust shall not be dissolved,  wound up
                  and  terminated  due to the fact that the Trust will,  within a reasonable  time period,
                  become  registrants  in another 1933 Act  Registration  Statement  relating to Preferred
                  Securities of the Trust."

                  D.       The Trust  Agreement is hereby amended by adding a new Section 10 to the Trust Agreement as
follows:


Page 1


                  "The Depositor  hereby agrees to (i) reimburse the Trustees for all reasonable  expenses
                  (including  reasonable fees and expenses of counsel and other experts),  (ii) indemnify,
                  defend and hold  harmless  the Trustees and any of the  officers,  directors,  employees
                  and agents of the  Trustees  (the  "Indemnified  Persons")  from and against all losses,
                  damages,   liabilities,   claims,   actions,   suits,  costs,  expenses,   disbursements
                  (including  the  reasonable  fees and expenses of counsel),  taxes and  penalties of any
                  kind  and  nature  whatsoever  (collectively,  "Expenses"),  to  the  extent  that  such
                  Expenses  arise  out of or are  imposed  upon  or  asserted  at any  time  against  such
                  Indemnified  Persons  with  respect  to the  performance  of this Trust  Agreement,  the
                  creation,  operation  or  termination  of the  Trust  or the  transactions  contemplated
                  hereby;   provided,   that  the  Depositor  shall  not  be  required  to  indemnify  any
                  Indemnified  Person for any Expenses which are a result of the willful  misconduct,  bad
                  faith or gross  negligence  of such  Indemnified  Person and (iii)  advance to each such
                  Indemnified  Person  Expenses  incurred  by such  Indemnified  Person in  defending  any
                  claim,  demand,  action,  suit or  proceeding  prior to the  final  disposition  of such
                  claim,  demand,  action,  suit  or  proceeding  upon  receipt  by  the  Depositor  of an
                  undertaking,  by or on behalf of such  Indemnified  Person,  to repay such  amount if it
                  shall be  determined  that such  Indemnified  Person is not  entitled to be  indemnified
                  therefor  under this Section 10. The  obligations  of the  Depositor  under this Section
                  10 shall survive the  resignation  or removal of either of the  Trustees,  shall survive
                  the  termination,  amendment,  supplement,  and/or  restatement of this Trust Agreement,
                  and shall  survive the  transfer by the  Depositor  of any or all of its interest in the
                  Trust."

II.      Miscellaneous
         -------------

                  A.       This  Amendment may be executed in one or more  counterparts,  each of which will be deemed
an original, but all of which together will constitute one and the same instrument.

                  B.       Except to the extent  modified  hereby,  the Trust Agreement shall remain in full force and
effect.

                  C.       This Amendment  shall be binding upon,  and shall inure to the benefit of, the  signatories
hereto and their respective successors and assigns.

                  D.       This Agreement  shall be governed by and construed in accordance with the laws of the State
of Delaware, without regard to conflicts of laws principles.

                  Capitalized terms used herein and not otherwise defined are used as defined in the Trust Agreement.

                                              [Signatures on next page]




Page 2






         IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment  to be duly  executed as of the day and
year first above written.



                                            SOUTHERN CALIFORNIA EDISON COMPANY, as Depositor



                                            By:      /s/ Mary C. Simpson
                                            -------------------------------------------------------
                                                     Name:  Mary C. Simpson
                                                     Title:    Assistant Treasurer


                                            JPMORGAN CHASE BANK, N.A., as Trustee



                                            By:      /s/ James M. Foley
                                            -------------------------------------------------------
                                                     Name:   James M. Foley
                                                     Title:     Assistant Vice President


                                            CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, as Trustee



                                            By:      /s/ John J. Cashin
                                            -----------------------------------------------------------
                                                     Name:      John J. Cashin
                                                     Title:     Vice President



Page 3


</PRE>
</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.20
<SEQUENCE>5
<FILENAME>ex42s31204.htm
<DESCRIPTION>TRUST AGREEMENT OF SCE TRUST III
<TEXT>
<HTML>
<HEAD>
<TITLE>
Trust Agreement</TITLE>
</HEAD>
<BODY>
<PRE>
                                                  TRUST AGREEMENT
                                                  ---------------


         This TRUST  AGREEMENT,  dated as of  December  8, 2004 (this  "Trust  Agreement"),  is among (i)  SOUTHERN
CALIFORNIA EDISON COMPANY,  a California  corporation,  as Depositor (the  "Depositor"),  (ii) CHASE MANHATTAN BANK
USA,  NATIONAL  ASSOCIATION,  a national  banking  association,  as Trustee  (the  "Delaware  Trustee"),  and (iii)
JPMORGAN CHASE BANK,  N.A., a national banking  association,  as Trustee  (jointly with the Delaware  Trustee,  the
"Trustees").  The Depositor and the Trustees hereby agree as follows:

1.       The trust created  hereby (the "Trust")  shall be known as "SCE Trust III" in which name the Trustees,  or
the Depositor to the extent provided herein, may engage in the transactions  contemplated  hereby, make and execute
contracts, and sue and be sued.

2.       The Depositor hereby assigns,  transfers,  conveys and sets over to the Trust the sum of $10, which amount
shall  constitute  the initial  trust  estate.  It is the  intention of the parties  hereto that the Trust  created
hereby  constitutes  a statutory  trust under  Chapter 38 of Title 12 of the Delaware  Code,  12 Del. C.ss.3801, et
seq. (the "Statutory  Trust Act"),  and that this document  constitutes the governing  instrument of the Trust. The
Trustees  are  hereby  authorized  and  directed  to execute  and file a  certificate  of trust  with the  Delaware
Secretary of State in accordance with the provisions of the Statutory Trust Act.

3.       The  Depositor,  the Trustees and certain  other  trustees to be  hereafter  appointed  will enter into an
amended and restated Trust  Agreement,  satisfactory to each such party and  substantially in a form included as an
exhibit to the 1933 Act Registration  Statement (as defined below),  to provide for the  contemplated  operation of
the Trust created hereby and the issuance of the Preferred  Securities and Common  Securities  referred to therein.
Prior to the execution and delivery of such amended and restated Trust  Agreement,  the Trustees shall not have any
duty or obligation  hereunder or with respect to the trust estate,  except as otherwise  required by applicable law
or as may be  necessary  to obtain  prior to such  execution  and  delivery  any  licenses,  consents or  approvals
required by applicable law or otherwise.

4.       The Depositor and the Trustees hereby  authorize and direct the Depositor,  as the Depositor of the Trust,
(i) to file with the Securities and Exchange  Commission (the "Commission") and execute,  in each case on behalf of
the Trust,  (a) the  Registration  Statement on Form S-3 (the "1933 Act  Registration  Statement"),  including  any
pre-effective or  post-effective  amendments to the 1933 Act Registration  Statement,  relating to the registration
under the  Securities  Act of 1933,  as amended  (the "1933 Act"),  of the  Preferred  Securities  of the Trust and
certain  other  securities,  (b) any  Prospectus or  Preliminary  Prospectus  relating to the Preferred  Securities
required to be filed under the 1933 Act, and (c) a Registration  Statement on Form 8-A (the "1934 Act  Registration
Statement")  (including all pre-effective and  post-effective  amendments  thereto) relating to the registration of
the Preferred  Securities  of the Trust under the  Securities  Exchange Act of 1934, as amended;  (ii) to file with
the New York  Stock  Exchange  or any other  national  stock  exchange  or The Nasdaq  National  Market  (each,  an
"Exchange")  and  execute  on  behalf of the Trust one or more  listing  applications  and all other  applications,
statements,  certificates,  agreements  and other  instruments  as shall be  necessary  or  desirable  to cause the
Preferred  Securities to be listed on any of the  Exchanges;  (iii) to file and execute on behalf of the Trust such
applications, reports, surety bonds, irrevocable consents, appointments



Page 1


of attorney  for service of process and other  papers and  documents as shall be necessary or desirable to register
the Preferred  Securities under the securities or blue sky laws of such  jurisdictions as the Depositor,  on behalf
of the  Trust,  may deem  necessary  or  desirable  and (iv) to  execute  on behalf  of the  Trust an  Underwriting
Agreement  relating to the Preferred  Securities,  among the Trust,  the  Depositor,  and the several  Underwriters
named therein.  In connection with the filings  referred to above,  the Depositor  hereby  constitutes and appoints
Mary C. Simpson,  George T. Tabata, and Kenneth S. Stewart,  as its true and lawful  attorneys-in-fact  and agents,
with full power of  substitution  and  resubstitution,  for the  Depositor or in the  Depositor's  name,  place and
stead,  in its  capacity  as  Depositor  of the Trust,  to sign any and all  amendments  (including  post-effective
amendments) to the 1933 Act Registration  Statement and the 1934 Act  Registration  Statement and to file the same,
with all exhibits  thereto,  and any other documents in connection  therewith,  with the Commission,  each Exchange
and any administrators of state securities or blue sky laws, granting unto said  attorneys-in-fact  and agents full
power  and  authority  to do and  perform  each and  every  act and thing  requisite  and  necessary  to be done in
connection  therewith,  as fully to all intents and purposes as the Depositor  might or could do in person,  hereby
ratifying  and  confirming  all  that  said  attorneys-in-fact  and  agents  or any of them,  or  their  respective
substitute or substitutes, shall do or cause to be done by virtue hereof.

5.       This Trust Agreement may be executed in one or more counterparts.

6.       The number of Trustees  initially  shall be two (2) and  thereafter  the number of Trustees  shall be such
number as shall be fixed from time to time by a written  instrument  signed by the Depositor  which may increase or
decrease the number of Trustees;  provided,  however,  that to the extent  required by the Statutory Trust Act, one
Trustee  shall either be a natural  person who is a resident of the State of Delaware or, if not a natural  person,
an entity which has its principal place of business in the State of Delaware and otherwise  meets the  requirements
of  applicable  Delaware law.  Subject to the  foregoing,  the  Depositor is entitled to appoint or remove  without
cause any Trustee at any time.  The Trustees may resign upon thirty (30) days' prior notice to the Depositor.

7.       This Trust  Agreement  shall be governed by, and  construed in accordance  with,  the laws of the State of
Delaware (without regard to conflict of laws principles).

8.       The Delaware  Trustee shall not have any of the powers or duties of the Trustees set forth herein,  except
as required  under the  Statutory  Trust Act. The Delaware  Trustee  shall be a Trustee  hereunder for the sole and
limited purpose of fulfilling the requirements ofss.3807(a) of the Statutory Trust Act.

9.       The Trust may be  dissolved  and  terminated  before  the  issuance  of the  Preferred  Securities  at the
election of the Depositor.  If the 1933 Act Registration  Statement  expires or is otherwise  terminated,  then the
Depositor  shall inform the Trustees  either that (i) the Trust shall be  dissolved,  wound up and  terminated  and
that the Trustees  shall  execute and file with the  Delaware  Secretary  of State (at the  Depositor's  expense) a
Certificate of  Cancellation  of the  Certificate of Trust of the Trust,  or (ii) the Trust shall not be dissolved,
wound up and terminated due to the fact that the Trust will,  within a reasonable time period,  become  registrants
in another 1933 Act Registration Statement relating to Preferred Securities of the Trust.

10.      The  Depositor  hereby  agrees to (i)  reimburse  the  Trustees  for all  reasonable  expenses  (including
reasonable fees and expenses of counsel and other experts),  (ii) indemnify,  defend and hold harmless the Trustees
and any of the officers, directors, employees



Page 2


  and agents of the  Trustees  (the  "Indemnified  Persons")  from and against all  losses,  damages,  liabilities,
  claims, actions, suits, costs, expenses,  disbursements  (including the reasonable fees and expenses of counsel),
  taxes and  penalties  of any kind and nature  whatsoever  (collectively,  "Expenses"),  to the  extent  that such
  Expenses arise out of or are imposed upon or asserted at any time against such  Indemnified  Persons with respect
  to the  performance  of this  Trust  Agreement,  the  creation,  operation  or  termination  of the  Trust or the
  transactions  contemplated  hereby;  provided,  that  the  Depositor  shall  not be  required  to  indemnify  any
  Indemnified Person for any Expenses which are a result of the willful  misconduct,  bad faith or gross negligence
  of such  Indemnified  Person  and (iii)  advance  to each  such  Indemnified  Person  Expenses  incurred  by such
  Indemnified Person in defending any claim,  demand,  action, suit or proceeding prior to the final disposition of
  such claim, demand,  action, suit or proceeding upon receipt by the Depositor of an undertaking,  by or on behalf
  of such Indemnified  Person,  to repay such amount if it shall be determined that such Indemnified  Person is not
  entitled to be indemnified  therefor under this Section 10. The  obligations of the Depositor  under this Section
  10 shall  survive  the  resignation  or  removal  of either  of the  Trustees,  shall  survive  the  termination,
  amendment,  supplement,  and/or  restatement  of this Trust  Agreement,  and shall  survive  the  transfer by the
  Depositor of any or all of its interest in the Trust.

                                             [SIGNATURE PAGE FOLLOWS]



Page 3


         IN WITNESS  WHEREOF,  the parties  hereto have caused this Trust  Agreement to be duly  executed as of the
day and year first above written.



                                            SOUTHERN CALIFORNIA EDISON COMPANY, as Depositor



                                            By:      /s/ Mary C.Simpson
                                            -------------------------------------------
                                                     Name:  Mary C. Simpson
                                                     Title:    Assistant Treasurer


                                            JPMORGAN CHASE BANK, N.A., as Trustee



                                            By:      /s/ James M. Foley
                                            --------------------------------------------
                                                     Name:  James M. Foley
                                                     Title:    Assistant Vice President


                                            CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, as Trustee



                                            By:      /s/ John J. Cashin
                                            --------------------------------------------
                                                     Name:      John J. Cashin
                                                     Title:     Vice President

</PRE>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.22
<SEQUENCE>6
<FILENAME>ex422s31204.htm
<DESCRIPTION>FORM - AMENDED & RESTATAGRMT SCE I, II, III
<TEXT>
<HTML>
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<TITLE>
Form of Amended and Restated Trust Agreement</TITLE>
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<PRE>
                                               AMENDED AND RESTATED


                                                  TRUST AGREEMENT


                                                       among


                                        SOUTHERN CALIFORNIA EDISON COMPANY


                                                   as Depositor,


                                             JPMORGAN CHASE BANK, N.A.


                                               as Property Trustee,


                                  CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,


                                               as Delaware Trustee,


                                        THE REGULAR TRUSTEES NAMED HEREIN,


                                                        and

                                      THE SEVERAL HOLDERS, AS DEFINED HEREIN

                                           Dated as of ___________, 20__




                                                  SCE TRUST [__]



Page

                                                                                       Page




                                                  SCE TRUST [__]

                               Certain Sections of this Trust Agreement relating to
                                          Sections 310 through 318 of the
                                           Trust Indenture Act of 1939:

Trust Indenture Act                                                                  Trust Agreement
Section                                                                                    Section
- ------------------                                                                   --------------------
(S) 310 (a)(1)            .......................................................... 8.7
          (a)(2)          .......................................................... 8.7
          (a)(3)          .......................................................... 8.9
          (a)(4)          .......................................................... 2.7(a)(ii)
          (b)             .......................................................... 8.8
(S) 311 (a)               .......................................................... 8.13
          (b)             .......................................................... 8.13
(S) 312 (a)               .......................................................... 5.7
          (b)             .......................................................... 5.7
          (c)             .......................................................... 5.7
(S) 313 (a)               .......................................................... 8.14(a)
          (a)(4)          .......................................................... 8.14(b)
          (b)             .......................................................... 8.14(b)
          (c)             .......................................................... 10.8
          (d)             .......................................................... 8.14(c)
(S) 314 (a)               .......................................................... 8.15
          (b)             .......................................................... Not Applicable
          (c)(1)          .......................................................... 8.16
          (c)(2)          .......................................................... 8.16
          (c)(3)          .......................................................... Not Applicable
          (d)             .......................................................... Not Applicable
          (e)             .......................................................... 1.1, 8.16
(S) 315 (a)               .......................................................... 8.1(a), 8.3(a)
          (b)             .......................................................... 8.2, 10.8
          (c)             .......................................................... 8.1(a)
          (d)             .......................................................... 8.1, 8.3
          (e)             .......................................................... Not Applicable
(S) 316 (a)               .......................................................... Not Applicable
          (a)(1)(A)       .......................................................... Not Applicable
          (a)(1)(B)       .......................................................... Not Applicable
          (a)(2)          .......................................................... Not Applicable
          (b)             .......................................................... 5.14
          (c)             .......................................................... 6.7
(S) 317 (a)(1)            .......................................................... Not Applicable
          (a)(2)          .......................................................... Not Applicable
          (b)             .......................................................... 5.9
(S) 318 (a)               .......................................................... 10.10

Note: This reconciliation and tie sheet shall not, for any purpose, be deemed to be a part of the Trust Agreement.


Page i


                                                 TABLE OF CONTENTS

                                                                                                      Page


Article I DEFINED TERMS.................................................................................1

SECTION 1.1.          Definitions.......................................................................1


Article II ESTABLISHMENT OF THE TRUST..................................................................10

SECTION 2.1.          Name.............................................................................10

SECTION 2.2.          Office of the Delaware Trustee; Principal Place of Business......................10

SECTION 2.3.          Organizational Expenses..........................................................10

SECTION 2.4.          Issuance of the Preferred Securities.............................................11

SECTION 2.5.          Issuance of the Common Securities; Subscription and Purchase of Shares...........11

SECTION 2.6.          Declaration of Trust.............................................................12

SECTION 2.7.          Authorization to Enter into Certain Transactions.................................12

SECTION 2.8.          Assets of Trust..................................................................16

SECTION 2.9.          Title to Trust Property..........................................................16


Article III PAYMENT ACCOUNT............................................................................16

SECTION 3.1.          Payment Account..................................................................16


Article IV DISTRIBUTIONS; REDEMPTION...................................................................16

SECTION 4.1.          Distributions....................................................................16

SECTION 4.2.          Redemption.......................................................................17

SECTION 4.3.          Subordination of Common Securities...............................................19

SECTION 4.4.          Payment Procedures...............................................................20

SECTION 4.5.          Tax Returns and Reports..........................................................20

SECTION 4.6.          Intentionally Omitted............................................................21

SECTION 4.7.          Payments under Certificate of Determination or Pursuant to Direct Actions........21


Article V TRUST SECURITIES CERTIFICATES................................................................21

SECTION 5.1.          Initial Ownership................................................................21

SECTION 5.2.          Trust Securities Certificates....................................................21

SECTION 5.3.          Execution and Delivery of Trust Securities Certificates..........................21


i


SECTION 5.4.          Registration of Transfer and Exchange of Preferred Securities Certificates.......22

SECTION 5.5.          Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates...............22

SECTION 5.6.          Persons Deemed Securityholders...................................................23

SECTION 5.7.          Access to List of Securityholders' Names and Addresses...........................23

SECTION 5.8.          Maintenance of Office or Agency..................................................23

SECTION 5.9.          Appointment of Paying Agent......................................................24

SECTION 5.10.         Ownership of Common Securities by Depositor......................................24

SECTION 5.11.         Book-Entry Preferred Securities Certificates; Common Securities Certificate......25

SECTION 5.12.         Notices to Clearing Agency.......................................................26

SECTION 5.13.         Definitive Preferred Securities Certificates.....................................26

SECTION 5.14.         Rights of Securityholders........................................................26


Article VI ACTS OF SECURITYHOLDERS; MEETINGS; VOTING...................................................28

SECTION 6.1.          Limitations on Voting Rights.....................................................28

SECTION 6.2.          Notice of Meetings...............................................................29

SECTION 6.3.          Meetings of Preferred Securityholders............................................30

SECTION 6.4.          Voting Rights....................................................................30

SECTION 6.5.          Proxies, etc.....................................................................30

SECTION 6.6.          Securityholder Action by Written Consent.........................................31

SECTION 6.7.          Record Date for Voting and Other Purposes........................................31

SECTION 6.8.          Acts of Securityholders..........................................................31

SECTION 6.9.          Inspection of Records............................................................32


Article VII REPRESENTATIONS AND WARRANTIES.............................................................32

SECTION 7.1.          Representations and Warranties of the Property Trustee and the Delaware Trustee..32

SECTION 7.2.          Representations and Warranties of Depositor......................................33


Article VIII THE TRUSTEES..............................................................................33

SECTION 8.1.          Certain Duties and Responsibilities..............................................33


ii


SECTION 8.2.          Certain Notices..................................................................35

SECTION 8.3.          Certain Rights of Property Trustee...............................................35

SECTION 8.4.          Not Responsible for Recitals or Issuance of Securities...........................37

SECTION 8.5.          May Hold Securities..............................................................37

SECTION 8.6.          Compensation; Indemnity; Fees....................................................37

SECTION 8.7.          Corporate Property Trustee Required; Eligibility of Trustees.....................39

SECTION 8.8.          Conflicting Interests............................................................39

SECTION 8.9.          Co-Trustees and Separate Trustee.................................................39

SECTION 8.10.         Resignation and Removal; Appointment of Successor................................41

SECTION 8.11.         Acceptance of Appointment by Successor...........................................42

SECTION 8.12.         Merger, Conversion, Consolidation or Succession to Business......................43

SECTION 8.13.         Preferential Collection of Claims Against Depositor or Trust.....................43

SECTION 8.14.         Reports by Property Trustee......................................................44

SECTION 8.15.         Reports to the Property Trustee..................................................44

SECTION 8.16.         Evidence of Compliance with Conditions Precedent.................................44

SECTION 8.17.         Number of Trustees...............................................................45

SECTION 8.18.         Delegation of Power..............................................................45

SECTION 8.19.         Delaware Trustee.................................................................45


Article IX TERMINATION, LIQUIDATION AND MERGER.........................................................46

SECTION 9.1.          Termination Upon Expiration Date.................................................46

SECTION 9.2.          Early Termination................................................................46

SECTION 9.3.          Termination......................................................................46

SECTION 9.4.          Liquidation......................................................................47

SECTION 9.5.          Mergers, Consolidations, Amalgamations or Replacements of the Trust..............48


Article X MISCELLANEOUS PROVISIONS.....................................................................49

SECTION 10.1.         Limitation of Rights of Securityholders..........................................49

SECTION 10.2.         Amendment........................................................................49

SECTION 10.3.         Separability.....................................................................51


iii



SECTION 10.4.         Governing Law....................................................................51

SECTION 10.5.         Payments Due on Non-Business Day.................................................51

SECTION 10.6.         Successors.......................................................................51

SECTION 10.7.         Headings.........................................................................51

SECTION 10.8.         Reports, Notices and Demands.....................................................51

SECTION 10.9.         Agreement Not to Petition........................................................52

SECTION 10.10.        Trust Indenture Act; Conflict with Trust Indenture Act...........................52

SECTION 10.11.        Acceptance of Terms of Trust Agreement, Guarantee and Certificate of
                      Determination....................................................................53




iv



                  AMENDED AND RESTATED TRUST AGREEMENT, dated as of _______________, 20__, among (i) SOUTHERN
CALIFORNIA EDISON COMPANY, a California corporation (including any successors or assigns, the "Depositor"), (ii)
JPMORGAN CHASE BANK, N.A., as property trustee (in such capacity, the "Property Trustee" and, in its separate
corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION, a Delaware banking corporation, as Delaware trustee (the "Delaware Trustee"), (iv) [W.
James Scilacci, Robert C. Boada and Mary C. Simpson], each an officer of the Depositor, as regular trustees (the
"Regular Trustees") (the Property Trustee, the Delaware Trustee and the Regular Trustees referred to collectively
as the "Trustees") and (v) the several Holders, as hereinafter defined.

                                                    WITNESSETH

                  WHEREAS, the Depositor, the Property Trustee and the Delaware Trustee have heretofore duly
declared and established a statutory trust pursuant to the Delaware Statutory Trust Act by the entering into that
certain Trust Agreement, dated as of [____________] (the "Original Trust Agreement"), and by the execution and
filing with the Secretary of State of the State of Delaware of the Certificate of Trust, filed on [____________],
attached as Exhibit A; and

                  WHEREAS, the Depositor and the Trustees desire to amend and restate the Original Trust
Agreement in its entirety as set forth herein to provide for, among other things, (i) the issuance of the Common
Securities by the Trust to the Depositor, (ii) the issuance and sale of the Preferred Securities by the Trust
pursuant to the Underwriting Agreement, (iii) the acquisition by the Trust from the Depositor of all of the
right, title and interest in the Shares and (iv) the appointment of the Regular Trustees;

                  NOW THEREFORE, in consideration of the agreements and obligations set forth herein and for
other good and valuable consideration, the sufficiency of which is hereby acknowledged, each party, for the
benefit of the other parties and for the benefit of the Securityholders, hereby amends and restates the Original
Trust Agreement in its entirety and agrees as follows:

                                                     ARTICLE I

                                                   DEFINED TERMS

        SECTION 1.1. Definitions.

                  For all purposes of this Trust Agreement, except as otherwise expressly provided or unless the
context otherwise requires:

(a)      the terms defined in this Article have the meanings assigned to them in this Article and include the
plural as well as the singular;

(b)      all other terms used herein that are defined in the Trust Indenture Act, either directly or by reference
therein, have the meanings assigned to them therein;




Page 1


(c)       unless the context otherwise requires, any reference to an "Article" or a "Section" refers to an
Article or a Section, as the case may be, of this Trust Agreement; and

(d)      the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Trust
Agreement as a whole and not to any particular Article, Section or other subdivision.

                  "Act" has the meaning specified in Section 6.8.

                   "Affiliate" of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For the purposes of this
definition, "control" when used with respect to any specified Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

                  "Bank" has the meaning specified in the preamble to this Trust Agreement.

                  "Bankruptcy Event" means, with respect to any Person:

(a)      the entry of a decree or order by a court having jurisdiction in the premises judging such Person a
bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement,
adjudication or composition of or in respect of such Person under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law, or appointing a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of such Person or of any substantial part of its property or ordering
the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in
effect for a period of 60 consecutive days; or

(b)      the institution by such Person of proceedings to be adjudicated a bankrupt or insolvent, or the consent
by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law, or the consent by it to the filing of any such petition or to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or similar official) of such Person or of
any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the
admission by it in writing of its inability to pay its debts generally as they become due and its willingness to
be adjudicated a bankrupt, or the taking of corporate action by such Person in furtherance of any such action.

                  "Bankruptcy Laws" has the meaning specified in Section 10.9.

                  "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Depositor to have been duly adopted by the Depositor's Board of Directors, or such committee of
the Board of Directors or officers of the Depositor to which authority to act on behalf of the Board of Directors
has been delegated, and to be in full force and effect on the date of such certification, and delivered to the
Trustees.



Page 2


                  "Book-Entry Preferred Securities Certificates" means a beneficial interest in the Preferred
Securities Certificates, ownership and transfers of which shall be evidenced through book entries by a Clearing
Agency as described in Section 5.11.

                  "Business Day" means a day other than (a) a Saturday or Sunday, (b) a day on which banking
institutions in The City of New York or Los Angeles, California are authorized or required by law or executive
order to remain closed, or (c) a day on which the Property Trustee's Corporate Trust Office or the Corporate
Trust Office of the Indenture Trustee is closed for business.

                  "Certificate Depository Agreement" means the agreement among the Trust, the Depositor and The
Depository Trust Company, as the initial Clearing Agency, dated as of the Closing Date, relating to the Trust
Securities Certificates, substantially in the form required by the Depository Trust Company for book-entry-only
equity security issues, as the same may be amended and supplemented from time to time.

                  "Certificate of Determination" means the certificate of determination of rights, preferences,
privileges and restrictions filed with the California Secretary of State with respect to the Shares.

                  "Certificate of Determination Redemption Date" means, with respect to any Shares to be redeemed
under the Certificate of Determination, the date fixed for redemption under the Certificate of Determination.

                  "Clearing Agency" means an organization registered as a "clearing agency" pursuant to Section
17A of the Securities Exchange Act of 1934, as amended. The Depository Trust Company will be the initial Clearing
Agency.

                  "Clearing Agency Participant" means a broker, dealer, bank, other financial institution or
other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities
deposited with the Clearing Agency.

                  "Closing Date" means the "First Time of Delivery" as specified in the Underwriting Agreement.

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Commission" means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, as amended, or, if at any time after the execution of this
instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.


Page 3


                  "Common Security" means an undivided beneficial interest in the assets of the Trust, having a
Liquidation Amount of $[___] and having the rights provided therefor in this Trust Agreement, including the right
to receive Distributions and a Liquidation Distribution as provided herein.

                  "Common Securityholder" means the Holder from time to time of the Common Securities.

                  "Common Securities Certificate" means a certificate evidencing ownership of Common Securities,
substantially in the form attached as Exhibit B.

                  "Corporate Trust Office" means (i) when used with respect to the Property Trustee, the
principal office of the Property Trustee located at 4 New York Plaza, 15th Floor, New York, New York 10004, and
(ii) when used with respect to the Indenture Trustee, the principal office of the Indenture Trustee located at 4
New York Plaza, 15th Floor, New York, New York 10004.

                  "Definitive Preferred Securities Certificates" means either or both (as the context requires)
of (a) Preferred Securities Certificates issued as Book-Entry Preferred Securities Certificates as provided in
Section 5.11(a) and (b) Preferred Securities Certificates issued in certificated, fully registered form as
provided in Section 5.13.

                  "Delaware Statutory Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.
ss.ss.3801, et seq., as it may be amended from time to time.

                  "Delaware Trustee" means the Person identified as the "Delaware Trustee" in the preamble to
this Trust Agreement solely in its capacity as Delaware Trustee of the Trust and not in its individual capacity,
or its successor in interest in such capacity, or any successor trustee appointed as herein provided.

                  "Depositor" has the meaning specified in the preamble to this Trust Agreement.

                  "Distribution Date" has the meaning specified in Section 4.1(a).

                  "Distributions" means amounts payable in respect of the Trust Securities as provided in
Section 4.1.

                  "Early Termination Event" has the meaning specified in Section 9.2.

                  "Event of Default" means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental
body):

(a)      [the occurrence of a Stock Event of Default]; or


Page 4


(b)      default by the Trust in the payment of any Distribution when it becomes due and payable, and
continuation of such default for a period of 30 days; or

(c)      default by the Trust in the payment of any Redemption Price of any Trust Security when it becomes due
and payable; or

(d)      default in the performance, or breach, in any material respect, of any covenant or warranty of the
Trustees in this Trust Agreement (other than a covenant or warranty a default in the performance or breach of
which is dealt with in clause (b) or (c) above) and continuation of such default or breach for a period of 90
days after there has been given, by registered or certified mail, to the defaulting Trustee or Trustees by the
Holders of at least 25% in aggregate liquidation amount of the Outstanding Preferred Securities a written notice
specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of
Default" hereunder; or

(e)      the occurrence of a Bankruptcy Event with respect to the Property Trustee and the failure by the
Depositor to appoint a successor Property Trustee within 60 days thereof.

                  "Expense Agreement" means the Agreement as to Expenses and Liabilities between the Guarantor
and the Trust, substantially in the form attached as Exhibit C, as amended from time to time.

                  "Expiration Date" has the meaning specified in Section 9.1.

                  "Guarantee" means the Guarantee Agreement executed and delivered by the Guarantor and JPMorgan
Chase Bank, N.A., as trustee, contemporaneously with the execution and delivery of this Trust Agreement, for the
benefit of the holders of the Preferred Securities, as amended from time to time.

                  "Guarantor" means Southern California Edison Company, a California corporation, and its
successors and assigns.

                  "Lien" means any lien, pledge, charge, encumbrance, mortgage, deed of trust, adverse ownership
interest, hypothecation, assignment, security interest or preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever.

                  "Like Amount" means (a) with respect to a redemption of Trust Securities, Trust Securities
having a Liquidation Amount equal to the par value of Shares to be contemporaneously redeemed in accordance with
the Certificate of Determination the proceeds of which will be used to pay the Redemption Price of such Trust
Securities, and (b) with respect to a distribution of Shares to Holders of Trust Securities in connection with a
dissolution or liquidation of the Trust, Shares having a par value equal to the Liquidation Amount of the Trust
Securities of the Holder to whom such Shares are distributed.


Page 5



                  "Liquidation Amount" means the stated amount of $[___] per Trust Security.

                  "Liquidation Date" means the date on which Shares are to be distributed to Holders of Trust
Securities in connection with a dissolution and liquidation of the Trust pursuant to Section 9.4(a).

                  "Liquidation Distribution" has the meaning specified in Section 9.4(d).

                  "1940 Act" means the Investment Company Act of 1940, as amended.

                  "Officer's Certificate" means a certificate signed by any one of the Chairman of the Board,
Chief Executive Officer, President, a Vice President, the Treasurer, an Associate Treasurer, an Assistant
Treasurer, the Controller, the Secretary or an Assistant Secretary, of the Depositor, and delivered to the
appropriate Trustee.  The officer signing an Officer's Certificate given pursuant to Section 8.15 shall be the
principal executive, financial or accounting officer of the Depositor. Any Officer's Certificate delivered with
respect to compliance with a condition or covenant provided for in this Trust Agreement shall include:

(a)      a statement that the officer signing the Officer's Certificate has read the covenant or condition and
the definitions relating thereto;

(b)      a brief statement of the nature and scope of the examination or investigation undertaken by such officer
in rendering the Officer's Certificate;

(c)      a statement that such officer has made such examination or investigation as, in such officer's opinion,
is necessary to enable such officer to express an informed opinion as to whether or not such covenant or
condition has been complied with; and

(d)      a statement as to whether, in the opinion of such officer, such condition or covenant has been complied
with.

                  "Opinion of Counsel" means a written opinion of counsel, who may be counsel for the Trust, the
Property Trustee or the Depositor, and who shall be reasonably acceptable to the Property Trustee.

                  "Original Trust Agreement" has the meaning specified in the recitals to this Trust Agreement.

                  "Outstanding", when used with respect to Trust Securities, means, as of the date of
determination, all Trust Securities theretofore executed and delivered under this Trust Agreement, except:

(a)      Trust Securities theretofore canceled by the Property Trustee or delivered to the Property Trustee for
cancellation;


Page 6



(b)      Trust Securities for whose payment or redemption money in the necessary amount has been theretofore
deposited with the Property Trustee or any Paying Agent for the Holders of such Trust Securities; provided that,
if such Trust Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Trust
Agreement; and

(c)      Trust Securities which have been paid or in exchange for or in lieu of which other Preferred Securities
have been executed and delivered pursuant to Sections 5.4, 5.5, 5.11 and 5.13; provided, however, that in
determining whether the Holders of the requisite Liquidation Amount of the Outstanding Preferred Securities have
given any request, demand, authorization, direction, notice, consent or waiver hereunder, Preferred Securities
owned by the Depositor, any Trustee or any Affiliate of the Depositor or any Trustee shall be disregarded and
deemed not to be Outstanding, except that (i) in determining whether any Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or waiver, only Preferred Securities
that such Trustee knows to be so owned shall be so disregarded and (ii) the foregoing proviso shall not apply at
any time when all of the outstanding Preferred Securities are owned by the Depositor, one or more of the Trustees
and/or any such Affiliate.  Preferred Securities so owned which have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of the Regular Trustees the pledgee's right so to
act with respect to such Preferred Securities and that the pledgee is not the Depositor or any Affiliate of the
Depositor.

                  ["Over-allotment Option" has the meaning specified in the Underwriting Agreement.]

                  "Owner" means each Person who is the beneficial owner of a Book-Entry Preferred Securities
Certificate as reflected in the records of the Clearing Agency or, if a Clearing Agency Participant is not the
Owner, then as reflected in the records of a Person maintaining an account with such Clearing Agency (directly or
indirectly, in accordance with the rules of such Clearing Agency).

                  "Paying Agent" means any paying agent or co-paying agent appointed pursuant to Section 5.9 and
shall initially be the Bank.

                  "Payment Account" means a segregated non-interest-bearing corporate trust account maintained by
the Property Trustee with the Bank in its trust department for the benefit of the Securityholders in which all
amounts paid in respect of the Shares will be held and from which the Property Trustee, through the Paying Agent,
shall make payments to the Securityholders in accordance with Sections 4.1 and 4.2.

                  "Person" means any individual, corporation, partnership (general or limited), joint venture,
trust, limited liability company or corporation, unincorporated organization or government or any agency or
political subdivision thereof.

                  "Preferred Security" means an undivided beneficial interest in the assets of the Trust, having
a Liquidation Amount of $[___] and having the rights provided therefor in this Trust Agreement, including the
right to receive Distributions and a Liquidation Distribution as provided herein.



Page 7



                  "Preferred Securities Certificate" means a certificate evidencing ownership of Preferred
Securities, substantially in the form attached as Exhibit D.

                  "Property Trustee" means the Person identified as the "Property Trustee" in the preamble to
this Trust Agreement solely in its capacity as Property Trustee of the Trust and not in its individual capacity,
or its successor in interest in such capacity, or any successor property trustee appointed as herein provided.

                  "Redemption Date" means, with respect to any Trust Security to be redeemed, the date fixed for
such redemption by or pursuant to this Trust Agreement; provided that each Certificate of Determination
Redemption Date [and the stated mandatory redemption date of the Shares] shall be a Redemption Date for a Like
Amount of Trust Securities.

                  "Redemption Price" means, with respect to any Trust Security, the Liquidation Amount of such
Trust Security, plus accumulated and unpaid Distributions to the Redemption Date, allocated on a pro rata basis
(based on Liquidation Amounts) among the Trust Securities.

                  "Regular Trustees" means each of the Persons identified as a "Regular Trustee" in the preamble
to this Trustee Agreement solely in such Person's capacity as Regular Trustee of the Trust and not in such
Person's individual capacity, or such Regular Trustee's successor in interest in such capacity, or any successor
trustee appointed as herein provided.

                  "Relevant Trustee" shall have the meaning specified in Section 8.10.

                  "Responsible Officer" shall mean when used with respect to the Property Trustee any officer
within the Corporate Trust Office including any Vice President, Managing Director, Assistant Vice President,
Secretary, Assistant Secretary, Treasurer or Assistant Treasurer or any other officer of the Property Trustee
customarily performing functions similar to those performed by any of the above designated officers and also,
with respect to a particular matter, any other officer to whom such matter is referred because of such officer's
knowledge and familiarity with the particular subject.

                  ["Second Closing Date" means the "Second Time of Delivery" as specified in the Underwriting
Agreement.]

                  "Securities Register" and "Securities Registrar" have the respective meanings specified in
Section 5.4.

                  "Securityholder" or "Holder" means a Person in whose name a Trust Security or Trust Securities
is registered in the Securities Register, any such Person being a beneficial owner within the meaning of the
Delaware Statutory Trust Act; provided, however, that in determining whether the Holders of the requisite amount
of Preferred Securities have voted on any matter provided for in this Trust Agreement, then for the purpose of
any such determination, so long as Definitive Preferred Securities Certificates have not been issued, the term
Securityholders or Holders as used herein shall refer to the Owners.


Page 8


                  "Shares" means the aggregate principal amount of the Depositor's [____]% Subordinated
[Deferrable Interest] Shares, Series [_], issued pursuant to the Certificate of Determination.

                  ["Stock Event of Default" means an "Event of Default," as defined in the Certificate of
Determination, with respect to the Shares.]

                  "Tax Event" means the receipt by the Trust of an Opinion of Counsel from counsel experienced in
such matters to the effect that, as a result of any amendment to, or change (including any announced prospective
change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing
authority thereof or therein, or as a result of any official administrative pronouncement or judicial decision
interpreting or applying such laws or regulations, which amendment or change is effective or which pronouncement
or decision is announced on or after the date of issuance of the Preferred Securities under this Trust Agreement,
there is more than an insubstantial risk that (i) the Trust is, or will be within 90 days after the date of such
Opinion of Counsel, subject to United States federal income tax with respect to income received or accrued on the
Shares, (ii) interest payable by the Depositor on the Shares is not, or within 90 days after the date of such
Opinion of Counsel, will not be, deductible by the Depositor, in whole or in part, for United States federal
income tax purposes or (iii) the Trust is, or will be within 90 days after the date of such Opinion of Counsel,
subject to more than a de minimis amount of other taxes, duties, assessments or other governmental charges.

                  "Trust" means the Delaware statutory trust continued hereby and identified on the cover page to
this Trust Agreement.

                  "Trust Agreement" means this Amended and Restated Trust Agreement, as the same may be modified,
amended or supplemented in accordance with the applicable provisions hereof, including (i) all exhibits hereto
and (ii) for all purposes of this Trust Agreement and any such modification, amendment or supplement, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern this Trust Agreement and any
such modification, amendment or supplement, respectively.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at the date as of which
this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended
after such date, "Trust Indenture Act" means, to the extent required by any such amendment, the Trust Indenture
Act of 1939 as so amended.

                  "Trust Property" means (a) the Shares, (b) any cash on deposit in, or owing to, the Payment
Account and (c) all proceeds and rights in respect of the foregoing and any other property and assets for the
time being held or deemed to be held by the Property Trustee pursuant to the trusts of this Trust Agreement.


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                  "Trust Security" means any one of the Common Securities or the Preferred Securities.

                  "Trust Securities Certificate" means any one of the Common Securities Certificates or the
Preferred Securities Certificates.

                  "Trustees" means, collectively, the Property Trustee, the Delaware Trustee and the Regular
Trustees.

                  "Underwriting Agreement" means the Pricing Agreement (including the Underwriting Agreement
incorporated by reference therein), dated __________, 20__, among the Trust, the Depositor and the underwriters
named therein.


                                                   ARTICLE II

                                            ESTABLISHMENT OF THE TRUST

SECTION 2.1  Name.

                  The Trust continued hereby shall be known as "SCE Trust [_]," as such name may be modified from
time to time by the Regular Trustees following written notice to the Holders of Trust Securities and the other
Trustees, in which name the Trustees may conduct the business of the Trust, make and execute contracts and other
instruments on behalf of the Trust and sue and be sued.

SECTION 2.2  Office of the Delaware Trustee; Principal Place of Business.

                  The address of the Delaware Trustee in the State of Delaware is c/o JPMorgan Chase, Attention:
Institutional Trust Services, 500 Stanton Christiana Road, OPS 4, 3rd Floor, Newark, Delaware 19713, or such
other address in the State of Delaware as the Delaware Trustee may designate by written notice to the Depositor.
The principal executive office of the Trust is 2244 Walnut Grove Avenue, Rosemead, California 91770.

SECTION 2.3  Organizational Expenses.

                  The Depositor shall pay organizational expenses of the Trust as they arise or shall, upon
request of any Trustee, promptly reimburse such Trustee for any such expenses paid by such Trustee. The Depositor
shall make no claim upon the Trust Property for the payment of such expenses.



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SECTION 2.4  Issuance of the Preferred Securities.

                  The Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed
and delivered the Underwriting Agreement.  On the Closing Date, a Regular Trustee, on behalf of the Trust, shall
execute in accordance with Section 5.2, and the Property Trustee shall deliver to the Underwriters named in the
Underwriting Agreement, Preferred Securities Certificates, registered in the name of the nominee of the initial
Clearing Agency, evidencing an aggregate of __________ Preferred Securities having an aggregate Liquidation
Amount of $_____________, against receipt by the Property Trustee of the aggregate purchase price of such
Preferred Securities of $____________.  [In the event that the Underwriters shall exercise their Over-allotment
Option, on the Second Closing Date, a Regular Trustee, on behalf of the Trust, shall execute in accordance with
Section 5.2, and the Property Trustee shall deliver to the Underwriters named in the Underwriting Agreement,
Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency,
evidencing an aggregate of up to _____________ Preferred Securities having an aggregate Liquidation Amount of up
to $___________, against receipt by the Property Trustee of the aggregate purchase price of such Preferred
Securities in an amount equal to such aggregate Liquidation Amount, all in accordance with the terms of such
exercise.]

SECTION 2.5  Issuance of the Common Securities; Subscription and Purchase of Shares.

                  On the Closing Date, a Regular Trustee, on behalf of the Trust, shall execute in accordance
with Section 5.2, and the Property Trustee shall deliver to the Depositor, Common Securities Certificates,
registered in the name of the Depositor, evidencing an aggregate of ________ Common Securities having an
aggregate Liquidation Amount of $___________ against receipt by the Property Trustee from the Depositor of such
amount. Contemporaneously therewith, a Regular Trustee, on behalf of the Trust, shall subscribe to and purchase
from the Depositor Shares, registered in the name of the Property Trustee (in its capacity as such) and having an
aggregate principal amount equal to $______________, and, in satisfaction of the purchase price for such Shares,
the Property Trustee, on behalf of the Trust, shall deliver to the Depositor the sum of $____________ (being the
sum of the amounts delivered to the Property Trustee pursuant to (i) the second sentence of Section 2.4 and (ii)
the first sentence of this Section 2.5).  [In the event that the Underwriters shall exercise their Over-allotment
Option, on the Second Closing Date, a Regular Trustee, on behalf of the Trust, shall execute in accordance with
Section 5.2, and the Property Trustee shall deliver to the Depositor, Common Securities Certificates, registered
in the name of the Depositor, evidencing an aggregate of up to ________ Common Securities having an aggregate
Liquidation Amount of up to $_________ (such number and aggregate Liquidation Amount to be equal, unless
otherwise agreed by the Depositor and the Underwriters, to 3/97 of the number and aggregate Liquidation Amount,
respectively, of Preferred Securities to be executed and delivered pursuant to the third sentence of Section 2.4,
rounded (A) in the case of such number, up to the nearest whole number and (B) in the case of such amount, to the
product of such number multiplied by $[__]), against receipt by the Property Trustee from the Depositor of such
amount.  Contemporaneously therewith, a Regular Trustee, on behalf of the Trust, shall subscribe to and purchase


Page 11


from the Depositor Shares, registered in the name of the Property Trustee (in its capacity as such) and having an
aggregate principal amount equal to the sum of the aggregate Liquidation Amounts of (x) the Preferred Securities
to be executed and delivered pursuant to the third sentence of Section 2.4 and (y) the Common Securities to be
executed and delivered pursuant to the third sentence of this Section 2.5, and, in satisfaction of the purchase
price for such Shares, the Property Trustee, on behalf of the Trust, shall deliver to the Depositor an amount
equal to such sum.]

SECTION 2.6  Declaration of Trust.

                  The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities
and use the proceeds from such sale to acquire the Shares, (b) to distribute the cash payments it receives on the
Shares it owns to the Securityholders, and (c) to engage in only those activities necessary, appropriate,
convenient or incidental thereto. The Depositor hereby appoints the Trustees as trustees of the Trust, to have
all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such
appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject
to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Regular Trustees
shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to
accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor
shall the Delaware Trustee have any of the duties and responsibilities, of the Trustees set forth herein. The
Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the
requirements of Section 3807(a) of the Delaware Statutory Trust Act.

SECTION 2.7  Authorization to Enter into Certain Transactions.

(a)      The Trustees shall conduct the affairs of the Trust in accordance with the terms of this Trust
Agreement. Subject to the limitations set forth in paragraph (b) of this Section, and in accordance with the
following provisions (i) and (ii), the Trustees shall have the authority to enter into all transactions and
agreements determined by the Trustees to be appropriate in exercising the authority, express or implied,
otherwise granted to the Trustees under this Trust Agreement, and to perform all acts in furtherance thereof,
including without limitation, the following:

        (i)     Each Regular Trustee, acting singly or collectively, shall have the power and authority to act on behalf
         of the Trust with respect to the following matters:

                (A) the issuance and sale of the Trust Securities;

                (B) to cause the Trust to enter into, and to execute, deliver and perform on behalf of the Trust, the
                Expense Agreement and the Certificate Depository Agreement and such other agreements as may be
                necessary or desirable in connection with the purposes and function of the Trust;



Page 12

                (C) assisting in the registration of the Preferred Securities under the Securities Act of 1933, as amended,
                and under state securities or blue sky laws, and the qualification of this Trust Agreement as a
                trust indenture under the Trust Indenture Act;

                (D) assisting in the listing of the Preferred Securities upon such securities exchange or exchanges as shall
                be determined by the Depositor and the registration of the Preferred Securities under the
                Securities Exchange Act of 1934, as amended, and the preparation and filing of all periodic and
                other reports and other documents pursuant to the foregoing;

                (E) assisting in the sending of notices (other than notices of default) and other information regarding the
                Trust Securities and the Shares to the Securityholders in accordance with this Trust Agreement;

                (F) consenting to the appointment of a Paying Agent in accordance with this Trust Agreement;

                (G) execution of the Trust Securities on behalf of the Trust in accordance with this Trust Agreement;

                (H) execution and delivery of closing certificates pursuant to the Underwriting Agreement and application
                for a taxpayer identification number for the Trust;

                (I) unless otherwise determined by the Depositor, the Property Trustee or the Holders of Preferred
                Securities representing more than 50% of the aggregate Liquidation Amount of the Outstanding
                Preferred Securities, or as otherwise required by the Delaware Statutory Trust Act or the Trust
                Indenture Act, to execute on behalf of the Trust (either acting alone or together with any or
                all of the Regular Trustees) any documents that the Regular Trustees have the power to execute
                pursuant to this Trust Agreement; and

                (J) the taking of any action incidental to the foregoing as the Trustees may from time to time determine is
                necessary or advisable to give effect to the terms of this Trust Agreement for the benefit of
                the Securityholders (without consideration of the effect of any such action on any particular
                Securityholder).

        (ii)    The Property Trustee shall have the power, duty and authority to act on behalf of the Trust with respect
         to the following matters:

                (A) the establishment of the Payment Account;

                (B) the receipt of the Shares;


Page 13

                (C) the collection of interest, principal and any other payments made in respect of the Shares in the
                Payment Account;

                (D) the distribution through the Paying Agent of amounts owed to the Securityholders in respect of the Trust
                Securities;

                (E)the exercise of all of the rights, powers and privileges of a holder of the Shares;

                (F) the sending of notices of default and other information regarding the Trust Securities and
                 the Shares to the Securityholders in accordance with this Trust Agreement;

                (G) the distribution of the Trust Property in accordance with the terms of this Trust Agreement;

                (H) to the extent provided in this Trust Agreement, assisting in the winding up of the affairs of and
                liquidation of the Trust and the preparation, execution and filing of the certificate of
                cancellation with the Secretary of State of the State of Delaware;

                (I) after an Event of Default (other than under paragraph (b), (c), (d) or (e) of the definition
                of suchterm if such Event of Default is by or with respect to the Property Trustee) the taking of any
                action incidental to the foregoing as the Property Trustee may from time to time determine is
                necessary or advisable to give effect to the terms of this Trust Agreement and protect and
                conserve the Trust Property for the benefit of the Securityholders (without consideration of
                the effect of any such action on any particular Securityholder); and

                (J) any of the duties, liabilities, powers or the authority of the Regular Trustees set forth in Section
                2.7(a)(i)(E), (F) and (J); and in the event of a conflict between the actions of the Regular
                Trustees and those of the Property Trustee, the actions of the Property Trustee shall prevail.

(b)      So long as this Trust Agreement remains in effect, the Trust (or the Trustees acting on behalf of the
Trust) shall not undertake any business, activities or transaction except as expressly provided herein or
contemplated hereby. In particular, the Trustees (acting on behalf of the Trust) shall not (i) acquire any
investments other than the Shares, (ii) engage in any activities not authorized by this Trust Agreement, (iii)
sell, assign, transfer, exchange, mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or
interests therein, including to Securityholders, except as expressly provided herein, (iv) take any action that
would cause the Trust to fail or cease to qualify as a "grantor trust" for United States federal income tax
purposes, (v) incur any indebtedness for borrowed money or issue any other debt or (vi) take or consent to any
action that would result in the placement of a Lien on any of the Trust Property. The Property Trustee shall
defend all claims and demands of all Persons at any time claiming any Lien on any of the Trust Property adverse
to the interest of the Trust or the Securityholders in their capacity as Securityholders; provided, however, that
(x) all expenses relating to such defense shall be borne by the Depositor and (y) the Property Trustee shall be
fully indemnified by the Depositor for all costs incurred in connection with such defense.


Page 14


(c)      In connection with the issue and sale of the Preferred Securities, the Depositor shall have the right
and responsibility to assist the Trust with respect to, or effect on behalf of the Trust, the following (and any
actions taken by the Depositor in furtherance of the following prior to the date of this Trust Agreement are
hereby ratified and confirmed in all respects):

        (i) the preparation and filing by the Trust with the Commission and the execution on behalf of the Trust of
         a registration statement on the appropriate form in relation to the Preferred Securities, including any
         amendments thereto;

        (ii) the determination of the States in which to take appropriate action to qualify or register for sale all
         or part of the Preferred Securities and the determination of any and all such acts, other than actions
         which must be taken by or on behalf of the Trust, and the advice to the Trustees of actions they must
         take on behalf of the Trust, and the preparation for execution and filing of any documents to be
         executed and filed by the Trust or on behalf of the Trust, as the Depositor deems necessary or advisable
         in order to comply with the applicable laws of any such States;

        (iii) the preparation for filing by the Trust and execution on behalf of the Trust of an application to the
         New York Stock Exchange or any other national stock exchange or the Nasdaq National Market for listing
         upon notice of issuance of any Preferred Securities;

        (iv) the preparation for filing by the Trust with the Commission and the execution on behalf of the Trust of
         a registration statement on Form 8-A relating to the registration of the Preferred Securities under
         Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, including any amendments
         thereto, if required;

        (v) the negotiation of the terms of, and the execution and delivery of, the Underwriting Agreement providing
         for the sale of the Preferred Securities; and

        (vi)the taking of any other actions necessary or desirable to carry out any of the foregoing activities.

(d)                   Notwithstanding anything herein to the contrary, the Trustees are authorized, and the
Regular Trustees are directed, to conduct the affairs of the Trust and to operate the Trust so that (i) the Trust
will not be deemed to be an "investment company" required to be registered under the 1940 Act, (ii) the Trust
will be classified as a grantor trust for United States Federal income tax purposes [and (iii) so that the Shares
will be treated as indebtedness of the Depositor for United States Federal income tax purposes.] In this

Page 15


connection, the Depositor and the Trustees are authorized to take any action, not inconsistent with applicable
law, the Certificate of Trust or this Trust Agreement, that each of the Depositor and the Trustees determines in
its discretion to be necessary or desirable for such purposes, as long as such action does not adversely affect
in any material respect the interests of the Holders of the Preferred Securities.

SECTION 2.8.      Assets of Trust.

                  The assets of the Trust shall consist of the Trust Property.

SECTION 2.9.      Title to Trust Property.

                  Legal title to all Trust Property shall be vested at all times in the Property Trustee (in its
capacity as such) and shall be held and administered by the Property Trustee for the benefit of the Trust and the
Securityholders in accordance with this Trust Agreement.

                                                    ARTICLE III

                                                  PAYMENT ACCOUNT

SECTION 3.1.      Payment Account.

(a)      On or prior to the Closing Date, the Property Trustee shall establish the Payment Account. The Property
Trustee and any agent of the Property Trustee shall have exclusive control and sole right of withdrawal with
respect to the Payment Account for the purpose of making deposits in and withdrawals from the Payment Account in
accordance with this Trust Agreement. All monies and other property deposited or held from time to time in the
Payment Account shall be held by the Property Trustee in the Payment Account for the exclusive benefit of the
Securityholders and for distribution as herein provided, including (and subject to) any priority of payments
provided for herein.

(b)      The Property Trustee shall deposit in the Payment Account, promptly upon receipt, all dividend and other
payments on, and any other payments or proceeds with respect to, the Shares. Amounts held in the Payment Account
shall not be invested by the Property Trustee pending distribution thereof.

                                                     ARTICLE IV

                                             DISTRIBUTIONS; REDEMPTION

SECTION 4.1.      Distributions.

(a)      The Trust Securities represent undivided beneficial interests in the Trust Property, and Distributions
will be made on the Trust Securities at the rate and on the dates that payments of dividends are made on the
Shares. Accordingly:


Page 16

(i)      Distributions on the Trust Securities shall be cumulative, and will accumulate whether or not there are
         funds of the Trust available for the payment of Distributions. Distributions shall accrue from
         __________, 20__, and, except in the event (and to the extent) that the Depositor exercises its right to
         defer the payment of dividends on the Shares pursuant to the Certificate of Determination, shall be
         payable [quarterly] in arrears on [________, _______, _________and _______] of each year, commencing on
         ___________, 20__. If any date on which a Distribution is otherwise payable on the Trust Securities is
         not a Business Day, then the payment of such Distribution shall be made on the next succeeding day that
         is a Business Day (and without any interest or other payment in respect of any such delay) except that,
         if such Business Day is in the next succeeding calendar year, payment of such Distribution shall be made
         on the immediately preceding Business Day, in each case with the same force and effect as if made on
         such date (each date on which distributions are payable in accordance with this Section 4.1(a), a
         "Distribution Date").

(ii)     Assuming dividend payments on the Shares are made when due, Distributions on the Trust Securities shall
         be payable at a rate of _____% per annum of the Liquidation Amount of the Trust Securities. The amount
         of Distributions payable for any full period shall be computed on the basis of a 360-day year of twelve
         30-day months. The amount of Distributions for any partial period shall be computed on the basis of the
         number of days elapsed in a 360-day year of twelve 30-day months. The amount of Distributions payable
         for any period shall include the Additional Amounts, if any.

(iii)    Distributions on the Trust Securities shall be made by the Property Trustee from the Payment Account and
         shall be payable on each Distribution Date only to the extent that the Trust has funds then on hand and
         available in the Payment Account for the payment of such Distributions.

(b)      Distributions on the Trust Securities with respect to a Distribution Date shall be payable to the
Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date,
which shall be one Business Day prior to such Distribution Date; provided, however, that in the event that the
Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date 15 days
prior to the relevant Distribution Date.

SECTION 4.2.      Redemption.

(a)      On each Certificate of Determination Redemption Date and on the stated maturity of the Shares, the Trust
will be required to redeem a Like Amount of Trust Securities at the Redemption Price.

(b)      Notice of redemption shall be given by the Property Trustee at the expense of the Depositor by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date
(or, in the event that the redemption results from acceleration after the occurrence of a Stock Event of Default
and the Property Trustee is unable to give such notice within such period, as soon as practicable) to each Holder
of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of
redemption shall state:


Page 17

(i)      the Redemption Date;

(ii)     the Redemption Price;

(iii)    the CUSIP number;

(iv)     if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total
         Liquidation Amount of the particular Trust Securities to be redeemed; and

(v)      that on the Redemption Date the Redemption Price will become due and payable upon each such Trust
         Security to be redeemed and that Distributions thereon will cease to accrue on and after said date,
         except as provided in Section 4.2(d).

(c)      The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price with the
proceeds from the contemporaneous redemption of Shares. Redemptions of the Trust Securities shall be made and the
Redemption Price shall be payable on each Redemption Date only to the extent that the Trust has funds then on
hand and available in the Payment Account for the payment of such Redemption Price.

(d)      If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, then, by
2:00 p.m., New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so
long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for
the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing
Agency instructions with respect to payment of the Redemption Price to the holders of the Preferred Securities in
accordance with the procedures set forth in the applicable agreement between the Property Trustee and such
Clearing Agency. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject
to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable
Redemption Price and will give the Paying Agent instructions and authority to pay the Redemption Price to the
Holders thereof upon surrender of their Preferred Securities Certificates in accordance with the notice of
redemption. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust
Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the
Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of
redemption shall have been given and funds deposited as required, then upon the date of such deposit, all rights
of Securityholders holding Trust Securities so called for redemption will cease, except the right of such
Securityholders to receive the Redemption Price and any Distribution payable on or prior to the Redemption Date,
but without interest, and such Securities will cease to be outstanding. In the event that any date on which any
Redemption Price is payable is not a Business Day, then payment of the Redemption Price payable on such date will


Page 18


be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect
of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made
on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date.
In the event that payment of the Redemption Price in respect of any Trust Securities called for redemption is
improperly withheld or refused and not paid either by the Trust or by the Guarantor pursuant to the Guarantee,
Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption
Date originally established by the Trust for such Trust Securities to the date such Redemption Price is actually
paid, in which case the actual payment date will be the date fixed for redemption for purposes of calculating the
Redemption Price.

(e)      Payment of the Redemption Price on the Trust Securities shall be made to the Securityholders as they
appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one
Business Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred
Securities do not remain in book-entry-only form, the relevant record date shall be the date 15 days prior to the
relevant Redemption Date.

(f)      Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a
Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities. The
particular Preferred Securities and Common Securities to be redeemed shall be selected on a pro rata basis (based
upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the
Outstanding Preferred Securities and Common Securities, respectively, not previously called for redemption, by
such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of portions (equal to $[__] or an integral multiple of $[__]
in excess thereof) of the Liquidation Amount of Preferred Securities and Common Securities, respectively, of a
denomination larger than $[__]. The Property Trustee shall promptly notify the Security Registrar in writing of
the Preferred Securities and Common Securities selected for redemption and, in the case of any Preferred
Securities or Common Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed.
For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the
redemption of Preferred Securities or Preferred Securities shall relate, in the case of any Preferred Securities
or Common Securities, as applicable, redeemed or to be redeemed only in part, to the portion of the Liquidation
Amount of Preferred Securities or Common Securities, as applicable, that has been or is to be redeemed.

SECTION 4.3.      Subordination of Common Securities.

(a)      Payment of Distributions (including Additional Amounts, if applicable) on, and the Redemption Price of,
the Trust Securities, as applicable, shall be made, subject to Section 4.2(f), pro rata among the Common
Securities and the Preferred Securities based on the Liquidation Amount of the Trust Securities; [provided,


Page 19


however, that if on any Distribution Date or Redemption Date any Event of Default resulting from a Stock Event of
Default shall have occurred and be continuing, no payment of any Distribution on, or Redemption Price of, any
Common Security, and no other payment on account of the redemption, liquidation or other acquisition of Common
Securities, shall be made unless payment in full in cash of all accumulated and unpaid Distributions on all
Outstanding Preferred Securities for all Distribution periods terminating on or prior thereto, or in the case of
payment of the Redemption Price the full amount of such Redemption Price on all Outstanding Preferred Securities,
shall have been made or provided for, and all funds immediately available to the Property Trustee shall first be
applied to the payment in full in cash of all Distributions on, or the Redemption Price of, Preferred Securities
then due and payable].

(b)      [In the case of the occurrence of any Event of Default resulting from any Stock Event of Default, the
Holder of Common Securities will be deemed to have waived any right to act with respect to any such Event of
Default under this Trust Agreement until the effect of all such Events of Default with respect to the Preferred
Securities have been cured, waived or otherwise eliminated. Until any such Event of Default under this Trust
Agreement with respect to the Preferred Securities has been so cured, waived or otherwise eliminated, the
Property Trustee shall act solely on behalf of the Holders of the Preferred Securities and not the Holder of the
Common Securities, and only the Holders of the Preferred Securities will have the right to direct the Property
Trustee to act on their behalf.]

SECTION 4.4.      Payment Procedures.

                  Payments of Distributions in respect of the Preferred Securities shall be made by check mailed
to the address of the Person entitled thereto as such address shall appear on the Securities Register or, if the
Preferred Securities are held by a Clearing Agency, such Distributions shall be made to the Clearing Agency in
immediately available funds, which shall credit the relevant Persons' accounts at such Clearing Agency on the
applicable Distribution Dates. Payments in respect of the Common Securities shall be made in such manner as shall
be mutually agreed between the Property Trustee and the Common Securityholder.  Any Distributions in respect of
Preferred Securities that remain unclaimed for a period of two years following the applicable Distribution Date
shall be paid to the Holder of the Common Securities.

SECTION 4.5.      Tax Returns and Reports.

                  The Regular Trustees shall prepare (or cause to be prepared), at the Depositor's expense, and
file all United States federal, state and local tax and information returns, payee statements and reports
required to be filed by or in respect of the Trust.  In this regard, the Regular Trustees shall (a) prepare and
file (or cause to be prepared and filed) the appropriate Internal Revenue Service form required to be filed in
respect of the Trust in each taxable year of the Trust and (b) prepare and furnish (or cause to be prepared and
furnished) to each Securityholder the appropriate Internal Revenue Service form required to be provided. The
Regular Trustees shall provide the Depositor and the Property Trustee with a copy of all such returns and reports

Page 20



promptly after such filing or furnishing. The Trustees and the Paying Agent shall comply with United States
federal withholding and backup withholding tax laws and information reporting requirements with respect to any
payments to Securityholders under the Trust Securities.

SECTION 4.6.      Intentionally Omitted.

SECTION 4.7.      Payments under Certificate of Determination or Pursuant to Direct Actions.

                  Any amount payable hereunder to any Holder of Preferred Securities shall be reduced by the
amount of any corresponding payment such Holder has directly received pursuant to _________________ or Section
5.14 of this Trust Agreement.

                                                     ARTICLE V

                                           TRUST SECURITIES CERTIFICATES

SECTION 5.1.      Initial Ownership.

                  Upon the formation of the Trust and until the issuance of the Trust Securities, and at any time
during which no Trust Securities are outstanding, the Depositor shall be the sole beneficial owner of the Trust.

SECTION 5.2.      Trust Securities Certificates.

                  The Preferred Securities Certificates shall be issued in minimum denominations of $[__]
Liquidation Amount and integral multiples of $[__] in excess thereof, and the Common Securities Certificates
shall be issued in minimum denominations of $[__] Liquidation Amount and integral multiples thereof. The Trust
Securities Certificates shall be executed on behalf of the Trust by manual signature of at least one Regular
Trustee. Trust Securities Certificates bearing the manual signatures of individuals who were, at the time when
such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be validly issued and
entitled to the benefits of this Trust Agreement, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the delivery of such Trust Securities Certificates or did not hold such
offices at the date of delivery of such Trust Securities Certificates. A transferee of a Trust Securities
Certificate shall become a Securityholder, and shall be entitled to the rights and subject to the obligations of
a Securityholder hereunder, upon due registration of such Trust Securities Certificate in such transferee's name
pursuant to Sections 5.4, 5.11 and 5.13.

SECTION 5.3.      Execution and Delivery of Trust Securities Certificates.

                  At the Closing Date [and the Second Closing Date (if any)], the Regular Trustees shall cause
Trust Securities Certificates to be executed on behalf of the Trust and delivered by the Property Trustee as
provided in Sections 2.4 and 2.5.


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SECTION 5.4.      Registration of Transfer and Exchange of Preferred Securities Certificates.

                  The Depositor shall keep or cause to be kept, at the office or agency maintained pursuant to
Section 5.8, a register or registers for the purpose of registering Trust Securities Certificates and transfers
and exchanges of Preferred Securities Certificates (the "Securities Register") in which the registrar designated
by the Depositor (the "Securities Registrar"), subject to such reasonable regulations as it may prescribe, shall
provide for the registration of Preferred Securities Certificates and Common Securities Certificates (subject to
Section 5.10 in the case of the Common Securities Certificates) and registration of transfers and exchanges of
Preferred Securities Certificates as herein provided. The Bank shall be the initial Securities Registrar.

                  Upon surrender for registration of transfer of any Preferred Securities Certificate at the
office or agency maintained pursuant to Section 5.8, the Regular Trustees or any one of them shall execute and
deliver to the Property Trustee, and the Property Trustee shall deliver, in the name of the designated transferee
or transferees, one or more new Preferred Securities Certificates in authorized denominations of a like aggregate
Liquidation Amount dated the date of execution by such Regular Trustee or Trustees.

                  The Securities Registrar shall not be required to register the transfer of any Preferred
Securities that have been called for redemption. At the option of a Holder, Preferred Securities Certificates may
be exchanged for other Preferred Securities Certificates in authorized denominations of the same class and of a
like aggregate Liquidation Amount upon surrender of the Preferred Securities Certificates to be exchanged at the
office or agency maintained pursuant to Section 5.8.

                  Every Preferred Securities Certificate presented or surrendered for registration of transfer or
exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Securities
Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Preferred Securities
Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of
by the Property Trustee in accordance with such Person's customary practice.

                  No service charge shall be made for any registration of transfer or exchange of Preferred
Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer or exchange of Preferred Securities
Certificates.

SECTION 5.5.      Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.

                  If (a) any mutilated Trust Securities Certificate shall be surrendered to the Securities
Registrar, or if the Securities Registrar shall receive evidence to its satisfaction of the destruction, loss or
theft of any Trust Securities Certificate and (b) there shall be delivered to the Securities Registrar and the
Regular Trustees such security or indemnity as may be required by them to save each of them harmless, then in the


Page 22


absence of notice that such Trust Securities Certificate shall have been acquired by a protected purchaser, the
Regular Trustees, or any one of them, on behalf of the Trust shall execute and make available for delivery, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a new
Trust Securities Certificate of like class, tenor and denomination. In connection with the issuance of any new
Trust Securities Certificate under this Section, the Regular Trustees or the Securities Registrar may require the
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
therewith. Any duplicate Trust Securities Certificate issued pursuant to this Section shall constitute conclusive
evidence of an undivided beneficial interest in the assets of the Trust, as if originally issued, whether or not
the lost, stolen or destroyed Trust Securities Certificate shall be found at any time.

SECTION 5.6.      Persons Deemed Securityholders.

                  The Trustees or the Securities Registrar shall treat the Person in whose name any Trust
Securities Certificate shall be registered in the Securities Register as the owner of such Trust Securities
Certificate for the purpose of receiving Distributions and for all other purposes whatsoever, and neither the
Trustees nor the Securities Registrar shall be bound by any notice to the contrary.

SECTION 5.7.      Access to List of Securityholders' Names and Addresses.

                  The Regular Trustees or the Depositor shall furnish or cause to be furnished to the Property
Trustee (a) semi-annually on or before January 15 and July 15 in each year, a list, in such form as the Property
Trustee may reasonably require, of the names and addresses of the Securityholders as of the most recent record
date and (b) promptly after receipt by any Regular Trustee or the Depositor of a request for such list from the
Property Trustee in order to enable the Property Trustee to discharge its obligations under this Trust Agreement,
a list of the type referred to in clause (a), in each case to the extent such information is in the possession or
control of the Regular Trustees or the Depositor and is not identical to a previously supplied list or has not
otherwise been received by the Property Trustee in its capacity as Securities Registrar. The rights of
Securityholders to communicate with other Securityholders with respect to their rights under this Trust Agreement
or under the Trust Securities, and the corresponding rights of the Property Trustee shall be as provided in the
Trust Indenture Act. Each Securityholder and each Owner shall be deemed to have agreed not to hold the Trust, the
Depositor, the Property Trustee or the Regular Trustees accountable by reason of the disclosure of its name and
address, regardless of the source from which such information was derived.

SECTION 5.8.      Maintenance of Office or Agency.

                  The Property Trustee shall designate, with the consent of the Regular Trustees (which consent
shall not be unreasonably withheld), an office or offices or agency or agencies where Preferred Securities
Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon
the Trustees in respect of the Trust Securities Certificates may be served. The Property Trustee initially
designates its Corporate Trust Office as its office and agency for such purposes. The Property Trustee shall give
prompt written notice to the Depositor and to the Securityholders of any change in the location of the Securities
Register or any such office or agency.


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SECTION 5.9.      Appointment of Paying Agent.

                  The Paying Agent shall make distributions to Securityholders from the Payment Account and shall
report the amounts of such distributions to the Property Trustee and the Regular Trustees. Any Paying Agent shall
have the revocable power to withdraw funds from the Payment Account for the purpose of making the distributions
referred to above. The Property Trustee may revoke such power and remove the Paying Agent in its sole discretion.
The Paying Agent shall initially be the Bank, and any co-paying agent chosen by the Bank, and reasonably
acceptable to the Regular Trustees. Any Person acting as Paying Agent shall be permitted to resign as Paying
Agent upon 30 days' written notice to the Regular Trustees and the Property Trustee. In the event that the Bank
shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked,
the Property Trustee shall appoint a successor that is acceptable to the Regular Trustees to act as Paying Agent
(which shall be a bank or trust company). The Property Trustee shall cause such successor Paying Agent or any
additional Paying Agent appointed by the Property Trustee to execute and deliver to the Trustees an instrument in
which such successor Paying Agent or additional Paying Agent shall agree with the Trustees that as Paying Agent,
such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the
Securityholders in trust for the benefit of the Securityholders entitled thereto until such sums shall be paid to
such Securityholders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal
of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The
provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so
long as the Bank shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed
hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the
context requires otherwise.

SECTION 5.10.     Ownership of Common Securities by Depositor.

                  On the Closing Date [and on the Second Closing Date (if any)], the Depositor shall acquire and
retain beneficial and record ownership of the Common Securities. To the fullest extent permitted by law, other
than a transfer in connection with a consolidation or merger of the Depositor into another corporation, or any
conveyance, transfer or lease by the Depositor of its properties and assets substantially as an entirety to any
Person, pursuant to _____________________, any attempted transfer of the Common Securities shall be void. The
Regular Trustees shall cause each Common Securities Certificate issued to the Depositor to contain a legend
stating "THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN CERTAIN LIMITED CIRCUMSTANCES SET FORTH IN THE TRUST
AGREEMENT (AS DEFINED BELOW)."


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SECTION 5.11.     Book-Entry Preferred Securities Certificates; Common Securities Certificate.

(a)      The Preferred Securities Certificates, upon original issuance, will be issued in the form of a
typewritten Preferred Securities Certificate or Certificates representing Book-Entry Preferred Securities
Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of,
the Trust. Such Preferred Securities Certificate or Certificates shall initially be registered on the Securities
Register in the name of Cede &amp; Co., the nominee of the initial Clearing Agency, and no Owner will receive a
Definitive Preferred Securities Certificate representing such Owner's interest in such Preferred Securities,
except as provided in Section 5.13. Unless and until Definitive Preferred Securities Certificates have been
issued to Owners pursuant to Section 5.13:

(i)      the provisions of this Section 5.11(a) shall be in full force and effect;

(ii)     the Securities Registrar, the Depositor and the Trustees shall be entitled to deal with the Clearing
         Agency for all purposes of this Trust Agreement relating to the Book-Entry Preferred Securities
         Certificates (including the payment of the Liquidation Amount of and Distributions or Redemption Price
         on the Preferred Securities evidenced by Book-Entry Preferred Securities Certificates and the giving of
         instructions or directions to Owners of Preferred Securities evidenced by Book-Entry Preferred
         Securities Certificates) as the sole Holder of Preferred Securities evidenced by Book-Entry Preferred
         Securities Certificates and shall have no obligations to the Owners thereof;

(iii)    to the extent that the provisions of this Section 5.11 conflict with any other provisions of this Trust
         Agreement, the  provisions of this Section 5.11 shall control; and

(iv)     the rights of the Owners of the Book-Entry Preferred Securities Certificates shall be exercised only
         through the Clearing Agency and shall be limited to those established by law and agreements between such
         Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Certificate
         Depository Agreement, unless and until Definitive Preferred Securities Certificates are issued pursuant
         to Section 5.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency
         Participants and receive and transmit payments on the Preferred Securities to such Clearing Agency
         Participants.

(b)      A single Common Securities Certificate representing the Common Securities shall be issued to the
Depositor in the form of a definitive Common Securities Certificate.


Page 25


SECTION 5.12.     Notices to Clearing Agency.

                  To the extent that a notice or other communication to the Owners is required under this Trust
Agreement, unless and until Definitive Preferred Securities Certificates shall have been issued to Owners
pursuant to Section 5.13, the Trustees shall give all such notices and communications specified herein to be
given to Owners to the Clearing Agency, and shall have no obligations to the Owners.

SECTION 5.13.     Definitive Preferred Securities Certificates.

                  If (a) the Depositor advises the Trustees in writing that the Clearing Agency is no longer
willing or able to properly discharge its responsibilities with respect to the Preferred Securities Certificates,
and the Depositor is unable to locate a qualified successor, (b) the Depositor at its option advises the Trustees
in writing that it elects to terminate the book-entry system through the Clearing Agency or (c) after the
occurrence of a Stock Event of Default, Owners of Preferred Securities Certificates representing beneficial
interests aggregating at least a majority of the aggregate Liquidation Amount of the Outstanding Preferred
Securities advise the Regular Trustees in writing that the continuation of a book-entry system through the
Clearing Agency is no longer in the best interest of the Owners of Preferred Securities Certificates, then the
Regular Trustees shall notify the Clearing Agency and the Clearing Agency shall notify all Owners of Preferred
Securities Certificates and the other Trustees of the occurrence of any such event and of the availability of the
Definitive Preferred Securities Certificates to Owners of such class or classes, as applicable, requesting the
same. Upon surrender to the Regular Trustees or the Securities Registrar of the typewritten Preferred Securities
Certificate or Certificates representing the Book Entry Preferred Securities Certificates by the Clearing Agency,
accompanied by registration instructions, the Regular Trustees, or any one of them, shall execute the Definitive
Preferred Securities Certificates in accordance with the instructions of the Clearing Agency. Neither the
Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive
Preferred Securities Certificates, the Trustees shall recognize the Holders of the Definitive Preferred
Securities Certificates as Securityholders. The Definitive Preferred Securities Certificates shall be printed,
lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Regular
Trustees, as evidenced by the execution thereof by the Regular Trustees or any one of them.

SECTION 5.14.     Rights of Securityholders.

(a)      The legal title to the Trust Property is vested exclusively in the Property Trustee (in its capacity as
such) in accordance with Section 2.9, and the Securityholders shall not have any right or title therein other
than the undivided beneficial interest in the assets of the Trust conferred by their Trust Securities and they
shall have no right to call for any partition or division of property, profits or rights of the Trust except as
described below. The Trust Securities shall be personal property giving only the rights specifically set forth
therein and in this Trust Agreement. The Trust Securities shall have no preemptive or similar rights and when
issued and delivered to Securityholders against payment of the purchase price therefor will be fully paid and
nonassessable by the Trust. The Holders of the Trust Securities, in their capacities as such, shall be entitled
to the same limitation of personal liability extended to stockholders of private corporations for profit
organized under the General Corporation Law of the State of Delaware.


Page 26


(b)      For so long as any Preferred Securities remain Outstanding, if, upon a Stock Event of Default, the
Indenture Trustee fails or the holders of not less than 25% in principal amount of the outstanding Shares fail to
declare the principal of all of the Shares to be immediately due and payable, the Holders of at least 25% in
aggregate Liquidation Amount of the Preferred Securities then Outstanding shall have such right by a notice in
writing to the Depositor and the Indenture Trustee; and upon any such declaration such principal amount of and
the accrued interest on all of the Shares shall become immediately due and payable, provided that the payment of
principal and interest on such Shares shall remain subordinated to the extent provided in the Certificate of
Determination.

                  At any time after such a declaration of acceleration with respect to the Shares has been made
and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as in the
Certificate of Determination provided, the Holders of a majority in aggregate Liquidation Amount of the
Outstanding Preferred Securities, by written notice to the Property Trustee, the Depositor and the Indenture
Trustee, may rescind and annul such declaration and its consequences if:

(i)      the Depositor has paid or deposited with the Indenture Trustee a sum sufficient to pay

        (A)      all overdue dividends on all of the Shares,

        (B)      the principal of any Shares which have become due otherwise than by such declaration of acceleration and
                 interest thereon at the rate borne by the Shares, and

        (C)      all sums paid or advanced by the Indenture Trustee under the Certificate of Determination and the
                 reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the
                 Property Trustee, their agents and counsel; and

(ii)     all Events of Default with respect to the Shares, other than the non-payment of the principal of the
         Shares which has become due solely by such acceleration, have been cured or waived as provided in __________.

                  The Holders of a majority in aggregate Liquidation Amount of the Outstanding Preferred
Securities may, on behalf of the Holders of all the Outstanding Preferred Securities, waive any past default
under the Certificate of Determination, except a default in the payment of principal or interest on the Shares
(unless such default has been cured and a sum sufficient to pay all matured installments of interest and
principal due otherwise than by acceleration has been deposited with the Indenture Trustee) or a default in
respect of a covenant or provision which under the Certificate of Determination cannot be modified or amended
without the consent of the holder of each outstanding Note. No such rescission shall affect any subsequent
default or impair any right consequent thereon.



Page 27


                  Upon receipt by the Property Trustee of written notice declaring such an acceleration, or
rescission and annulment thereof, by Holders of the Preferred Securities all or part of which is represented by
Book-Entry Preferred Securities Certificates, a record date shall be established for determining Holders of
Outstanding Preferred Securities entitled to join in such notice, which record date shall be at the close of
business on the day the Property Trustee receives such notice. The Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such notice, whether or not such Holders
remain Holders after such record date; provided, that, unless such declaration of acceleration, or rescission and
annulment, as the case may be, shall have become effective by virtue of the requisite percentage having joined in
such notice prior to the day which is 90 days after such record date, such notice of declaration of acceleration,
or rescission and annulment, as the case may be, shall automatically and without further action by any Holder be
canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from
giving, after expiration of such 90-day period, a new written notice of declaration of acceleration, or
rescission and annulment thereof, as the case may be, that is identical to a written notice which has been
canceled pursuant to the proviso to the preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 5.14(b).

(c)      For so long as any Preferred Securities remain Outstanding, to the fullest extent permitted by law and
subject to the terms of this Trust Agreement and the Certificate of Determination, upon a Stock Event of Default
specified in Section ____________ of the Certificate of Determination, any Holder of Preferred Securities shall
have the right to institute a proceeding directly against the Depositor, pursuant to Section __________ of the
Certificate of Determination, for enforcement of payment to such Holder of the principal amount of or interest on
Shares having a principal amount equal to the Liquidation Amount of the Preferred Securities of such Holder (a
"Direct Action"). Except as set forth in Section 5.14(b) and this Section 5.14(c), the Holders of Preferred
Securities shall have no right to exercise directly any right or remedy available to the holders of, or in
respect of, the Shares.

                                                   ARTICLE VI

                                     ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

SECTION 6.1.      Limitations on Voting Rights.

(a)      Except as provided in this Section and as otherwise required by law, no Holder of Preferred Securities
shall have any right to vote or in any manner otherwise control the administration, operation and management of
the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the
terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to
time as partners or members of an association.



Page 28



(b)      So long as any Shares are held by the Property Trustee, the Trustees shall not (i) direct the time,
method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or executing any
trust or power conferred on the Property Trustee with respect to such Shares, (ii) waive any past default which
is waivable under Section _____ of the Certificate of Determination, (iii) exercise any right to rescind or annul
a declaration that the principal of all the Shares shall be due and payable or (iv) consent to any amendment,
modification or termination of the Certificate of Determination, where such consent shall be required, without,
in each case, obtaining the prior approval of the Holders of a majority in aggregate Liquidation Amount of all
Outstanding Preferred Securities, provided, however, that where a consent under the Certificate of Determination
would require the consent of each Holder of Shares affected thereby, no such consent shall be given by the
Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not
revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by a
subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the
Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Shares. In
addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of
the foregoing actions, the Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel
experienced in such matters to the effect that such action shall not cause the Trust to fail to be classified as
a grantor trust for United States Federal income tax purposes.

(c)      If any proposed amendment to this Trust Agreement provides for, or the Trustees otherwise propose to
effect, (i) any action that would adversely affect in any material respect the powers, preferences or special
rights of the Preferred Securities, whether by way of amendment to this Trust Agreement or otherwise, or (ii) the
dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement,
then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or
proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at
least a majority in aggregate Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any
other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such
amendment, it would cause the Trust to fail to be classified as a grantor trust for United States Federal income
tax purposes.

SECTION 6.2.      Notice of Meetings.

                  Notice of all meetings of the Preferred Securityholders, stating the time, place and purpose of
the meeting, shall be given by the Property Trustee pursuant to Section 10.8 to each Preferred Securityholder of
record, at his registered address, at least 15 days and not more than 90 days before the meeting. At any such
meeting, any business properly before the meeting may be so considered whether or not stated in the notice of the
meeting. Any adjourned meeting may be held as adjourned without further notice.


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SECTION 6.3.      Meetings of Preferred Securityholders.

                  No annual meeting of Securityholders is required to be held. The Property Trustee, however,
shall call a meeting of Preferred Securityholders to vote on any matter upon the written request of the Preferred
Securityholders of record of 25% or more of the Preferred Securities (based upon their aggregate Liquidation
Amount) and the Regular Trustees or the Property Trustee may, at any time in their discretion, call a meeting of
Preferred Securityholders to vote on any matters as to which Preferred Securityholders are entitled to vote.

                  Preferred Securityholders of record of 50% of the Outstanding Preferred Securities (based upon
their aggregate Liquidation Amount), present in person or by proxy, shall constitute a quorum at any meeting of
Securityholders.

                  If a quorum is present at a meeting, an affirmative vote by the Preferred Securityholders of
record present, in person or by proxy, holding a majority of the Preferred Securities (based upon their aggregate
Liquidation Amount) held by the Preferred Securityholders of record present, either in person or by proxy, at
such meeting shall constitute the action of the Preferred Securityholders, unless this Trust Agreement requires a
greater number of affirmative votes.

SECTION 6.4.      Voting Rights.

                  Securityholders shall be entitled to one vote for each $[__] of Liquidation Amount represented
by their Trust Securities in respect of any matter as to which such Securityholders are entitled to vote.

SECTION 6.5.      Proxies, etc.

                  At any meeting of Securityholders, any Securityholder entitled to vote thereat may vote by
proxy, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the
Property Trustee, or with such other officer or agent of the Trust as the Property Trustee may direct, for
verification prior to the time at which such vote shall be taken. Pursuant to a resolution of the Property
Trustee, proxies may be solicited in the name of the Property Trustee or one or more officers of the Property
Trustee. Only Securityholders of record shall be entitled to vote. When Trust Securities are held jointly by
several persons, any one of them may vote at any meeting in person or by proxy in respect of such Trust
Securities, but if more than one of them shall be present at such meeting in person or by proxy, and such joint
owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect
of such Trust Securities. A proxy purporting to be executed by or on behalf of a Securityholder shall be deemed
valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the
challenger. No proxy shall be valid more than three years after its date of execution.


Page 30

SECTION 6.6.      Securityholder Action by Written Consent.

                  Any action which may be taken by Securityholders at a meeting may be taken without a meeting
and without prior notice if Securityholders holding a majority of all Outstanding Trust Securities (based upon
their Liquidation Amount) entitled to vote in respect of such action (or such larger proportion thereof as shall
be required by any express provision of this Trust Agreement) shall consent to the action in writing.

SECTION 6.7.      Record Date for Voting and Other Purposes.

                  For the purposes of determining the Securityholders who are entitled to notice of and to vote
at any meeting or to act by written consent, or to participate in any distribution on the Trust Securities in
respect of which a record date is not otherwise provided for in this Trust Agreement, or for the purpose of any
other action, the Regular Trustees or the Property Trustee may from time to time fix a date, not more than 90
days prior to the date of any meeting of Securityholders or the payment of a distribution or other action, as the
case may be, as a record date for the determination of the identity of the Securityholders of record for such
purposes.

SECTION 6.8.      Acts of Securityholders.

                  Any request, demand, authorization, direction, notice, consent, waiver or other action provided
or permitted by this Trust Agreement to be given, made or taken by Securityholders or Owners may be embodied in
and evidenced by one or more written instruments of substantially similar tenor signed by such Securityholders or
Owners in person or by an agent duly appointed in writing; and, except as otherwise expressly provided herein,
such action shall become effective when such written instrument or instruments are delivered to the Property
Trustee. Such written instrument or instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the "Act" of the Securityholders or Owners signing such written instrument or
instruments.  Proof of execution of any such written instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Trust Agreement and (subject to Section 8.1) conclusive in favor of the
Trustees, if made in the manner provided in this Section.

                  The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or
writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other
than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which any Trustee receiving the same deems sufficient.

                  The ownership of Preferred Securities shall be proved by the Securities Register.


Page 31


                  Any request, demand, authorization, direction, notice, consent, waiver or other Act of the
Securityholder of any Trust Security shall bind every future Securityholder of the same Trust Security and the
Securityholder of every Trust Security issued upon the registration of transfer thereof or in exchange therefor
or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustees or the Trust in
reliance thereon, whether or not notation of such action is made upon such Trust Security.

                  Without limiting the foregoing, a Securityholder entitled hereunder to take any action
hereunder with regard to any particular Trust Security may do so with regard to all or any part of the
Liquidation Amount of such Trust Security or by one or more duly appointed agents each of which may do so
pursuant to such appointment with regard to all or any part of such liquidation amount.

                  If any dispute arises between the Securityholders and the Property Trustee or among such
Securityholders or the Trustees with respect to the authenticity, validity or binding nature of any request,
demand, authorization, direction, consent, waiver or other Act of such Securityholder or Trustee under this
Article VI, then the determination of such matter by the Property Trustee shall be conclusive and binding with
respect to such matter.

SECTION 6.9.      Inspection of Records.

                  Upon reasonable written notice to the Regular Trustees and the Property Trustee, the records of
the Trust shall be open to inspection by Securityholders during normal business hours for any purpose reasonably
related to such Securityholder's interest as a Securityholder.

                                                   ARTICLE VII

                                          REPRESENTATIONS AND WARRANTIES

SECTION 7.1.      Representations and Warranties of the Property Trustee and the Delaware Trustee.

                  The Property Trustee and the Delaware Trustee, each severally on behalf of and as to itself,
hereby represents and warrants for the benefit of the Depositor and the Securityholders that:

(a)      the Property Trustee is a national association validly existing and in good standing under the laws of
the United States of America;

(b)      the Property Trustee has the requisite power and authority to execute, deliver and perform its
obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery
and performance by it of this Trust Agreement;

(c)      the Delaware Trustee is a national association duly organized, validly existing and in good standing;


Page 32


(d)      the Delaware Trustee has full corporate power, authority and legal right to execute, deliver and perform
its obligations under this Trust Agreement and has taken all necessary action to authorize the execution,
delivery and performance by it of this Trust Agreement;

(e)      this Trust Agreement has been duly authorized, executed and delivered by the Property Trustee and the
Delaware Trustee and constitutes the valid and legally binding agreement of each of the Property Trustee and the
Delaware Trustee enforceable against each of them in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles;

(f)      the execution, delivery and performance of this Trust Agreement has been duly authorized by all
necessary corporate or other action on the part of the Property Trustee and the Delaware Trustee and does not
require any approval of stockholders of the Property Trustee or the Delaware Trustee;

SECTION 7.2.      Representations and Warranties of Depositor.

                  The Depositor hereby represents and warrants that:

(a)      this Trust Agreement has been duly authorized, executed and delivered by the Depositor and constitutes
the valid and legally binding agreement of the Depositor enforceable against it in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general equity principles;

(b)      the Trust Securities Certificates issued on the Closing Date [and the Second Closing Date (if any)] on
behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered
by the Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust
Agreement and the Securityholders will be, as of each such date, entitled to the benefits of this Trust
Agreement; and

(c)      there are no taxes, fees or other governmental charges payable by the Trust (or the Trustees on behalf
of the Trust) under the laws of the State of Delaware or any political subdivision thereof in connection with the
execution, delivery and performance by the Property Trustee or the Delaware Trustee, as the case may be, of this
Trust Agreement.

                                                   ARTICLE VIII

                                                   THE TRUSTEES

SECTION 8.1.      Certain Duties and Responsibilities.

(a)      The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the
case of the Property Trustee, subject to the Trust Indenture Act and no implied covenants or obligations shall be
read into this Trust Agreement against the Property Trustee. Notwithstanding the foregoing, no provision of this


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Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial
liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or
powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to them. Whether or not therein expressly so provided,
every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording
protection to the Trustees shall be subject to the provisions of this Section. Nothing in this Trust Agreement
shall be construed to release a Trustee from liability for its own negligent action, its own negligent failure to
act, or its own willful misconduct. To the extent that, at law or in equity, a Trustee has duties (including
fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, such Trustee shall not
be liable to the Trust or to any Securityholder for such Trustee's good faith reliance on the provisions of this
Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and
liabilities of the Trustees otherwise existing at law or in equity, are agreed by the Depositor and the
Securityholders to replace such other duties and liabilities of the Trustees.

(b)      All payments made by the Property Trustee or a Paying Agent in respect of the Trust Securities shall be
made only from the revenue and proceeds from the Trust Property and only to the extent that there shall be
sufficient revenue or proceeds from the Trust Property to enable the Property Trustee or a Paying Agent to make
payments in accordance with the terms hereof. Each Securityholder, by its acceptance of a Trust Security, agrees
that it will look solely to the revenue and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that the Trustees are not personally liable to it for any amount
distributable in respect of any Trust Security or for any other liability in respect of any Trust Security. This
Section 8.1(b) does not limit the liability of the Trustees expressly set forth elsewhere in this Trust Agreement
or, in the case of the Property Trustee, in the Trust Indenture Act.

(c)      No provision of this Trust Agreement shall be construed to relieve the Property Trustee from liability
for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

        (i) The Property Trustee shall not be liable for any error of judgment made in good faith by an authorized
         officer of the Property Trustee, unless it shall be conclusively proved by a court of competent
         jurisdiction that the Property Trustee was negligent in ascertaining the pertinent facts;

        (ii) the Property Trustee shall not be liable with respect to any action taken or omitted to be taken by it
         in good faith in accordance with the direction of the Holders of not less than a majority in aggregate
         Liquidation Amount of the Trust Securities relating to the time, method and place of conducting any
         proceeding for any remedy available to the Property Trustee, or exercising any trust or power conferred
         upon the Property Trustee under this Trust Agreement;


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        (iii) the Property Trustee's sole duty with respect to the custody, safe keeping and physical preservation of
         the Shares and the Payment Account shall be to deal with such Property in a similar manner as the
         Property Trustee deals with similar property for its own account, subject to the protections and
         limitations on liability afforded to the Property Trustee under this Trust Agreement and the Trust
         Indenture Act;

        (iv) the Property Trustee shall not be liable for any interest on any money received by it except as it may
         otherwise agree with the Depositor in writing; and money held by the Property Trustee need not be
         segregated from other funds held by it except in relation to the Payment Account maintained by the
         Property Trustee pursuant to Section 3.1 and except to the extent otherwise required by law; and

        (v) the Property Trustee shall not be responsible for monitoring the compliance by the Regular Trustees or
         the Depositor with their respective duties under this Trust Agreement, nor shall the Property Trustee be
         liable for the default or misconduct of the Regular Trustees or the Depositor.

SECTION 8.2.      Certain Notices.

                  Within 90 days after the occurrence of any Event of Default actually known to a Responsible
Officer of the Property Trustee, the Property Trustee shall transmit, in the manner and to the extent provided in
Section 10.8, notice of such Event of Default to the Securityholders, the Regular Trustees and the Depositor,
unless such Event of Default shall have been cured or waived.

                  Within five Business Days after the receipt of written notice of the Depositor's exercise of
its right to defer the payment of interest on the Shares pursuant to the Certificate of Determination, the
Property Trustee shall transmit, in the manner and to the extent provided in Section 10.8, notice of such
exercise to the Securityholders and the Regular Trustees, unless such exercise shall have been revoked.

SECTION 8.3.      Certain Rights of Property Trustee.

                  Subject to the provisions of Section 8.1:

(a)      the Property Trustee may conclusively rely and shall be fully protected in acting or refraining from
acting in good faith upon any resolution, Opinion of Counsel, certificate, written representation of a Holder or
transferee, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond, debenture, note, other evidence of indebtedness or other paper or
document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b)      if (i) in performing its duties under this Trust Agreement the Property Trustee is required to decide
between alternative courses of action or (ii) in construing any of the provisions of this Trust Agreement the
Property Trustee finds the same ambiguous or inconsistent with any other provisions contained herein or (iii) the


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Property Trustee is unsure of the application of any provision of this Trust Agreement, then, except as to any
matter as to which the Preferred Securityholders are entitled to vote under the terms of this Trust Agreement,
the Property Trustee shall take such action, or refrain from taking such action, not inconsistent with this Trust
Agreement as it shall deem advisable and in the best interests of the Securityholders, in which event the
Property Trustee shall have no liability except for its own bad faith, negligence or willful misconduct;

(c)      any direction or act of the Depositor or the Regular Trustees contemplated by this Trust Agreement shall
be sufficiently evidenced by an Officer's Certificate;

(d)      whenever in the administration of this Trust Agreement, the Property Trustee shall deem it desirable
that a matter be proved or established before undertaking, suffering or omitting any action hereunder, the
Property Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on
its part, request and rely upon an Officer's Certificate which, upon receipt of such request, shall be promptly
delivered by the Depositor or the Regular Trustees;

(e)      the Property Trustee shall have no duty to see to any recording, filing or registration of any
instrument (including any financing or continuation statement or any filing under tax or securities laws) or any
rerecording, refiling or reregistration thereof;

(f)      the Property Trustee may consult with counsel (which counsel may be counsel to the Depositor or any of
its Affiliates, and may include any of its employees) and the advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon and in accordance with such advice; the Property Trustee shall
have the right at any time to seek instructions concerning the administration of this Trust Agreement from any
court of competent jurisdiction;

(g)      the Property Trustee shall be under no obligation to exercise any of the rights or powers vested in it
by this Trust Agreement at the request or direction of any of the Securityholders pursuant to this Trust
Agreement, unless such Securityholders shall have offered to the Property Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with
such request or direction;

(h)      the Property Trustee shall not be bound to make any investigation into the facts or matters stated in
any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval,
bond, debenture, note or other evidence of indebtedness or other paper or document, unless requested in writing
to do so by one or more Securityholders;


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(i)      the Property Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents, attorneys, custodians or nominees provided that the Property Trustee
shall be responsible for its own negligence or recklessness with respect to selection of any agent, attorney,
custodian or nominee appointed by it hereunder in due care;

(j)      whenever in the administration of this Trust Agreement the Property Trustee shall deem it desirable to
receive instructions with respect to enforcing any remedy or right or taking any other action hereunder the
Property Trustee (i) may request written instructions from the Holders of the Trust Securities which written
instructions may only be given by the Holders of the same proportion in aggregate Liquidation Amount of the Trust
Securities as would be entitled to direct the Property Trustee under the terms of the Trust Securities in respect
of such remedy, right or action, (ii) may refrain from enforcing such remedy or right or taking such other action
until such written instructions are received, and (iii) shall be protected in acting in accordance with such
written instructions; and

(k)      except as otherwise expressly provided by this Trust Agreement, the Property Trustee shall not be under
any obligation to take any action that is discretionary under the provisions of this Trust Agreement.

                  No provision of this Trust Agreement shall be deemed to impose any duty or obligation on the
Property Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed
on it, in any jurisdiction in which it shall be illegal, or in which the Property Trustee shall be unqualified or
incompetent in accordance with applicable law, to perform any such act or acts, or to exercise any such right,
power, duty or obligation. No permissive power or authority available to the Property Trustee shall be construed
to be a duty.

SECTION 8.4.      Not Responsible for Recitals or Issuance of Securities.

                  The recitals contained herein and in the Trust Securities Certificates shall be taken as the
statements of the Depositor, and the Trustees do not assume any responsibility for their correctness. The
Trustees shall not be accountable for the use or application by the Depositor of the proceeds of the Shares.

SECTION 8.5.      May Hold Securities.

                  Any Trustee or any other agent of any Trustee or the Trust, in its individual or any other
capacity, may become the owner or pledgee of Trust Securities and, subject to Sections 8.8 and 8.13 and except as
provided in the definition of the term "Outstanding" in Article I, may otherwise deal with the Trust with the
same rights it would have if it were not a Trustee or such other agent.

SECTION 8.6.      Compensation; Indemnity; Fees.

                  The Depositor agrees:



Page 37

(a)      to pay to the Trustees from time to time reasonable compensation for all services rendered by them
hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust);

(b)      except as otherwise expressly provided herein, to reimburse the Trustees upon request for all reasonable
expenses, disbursements and advances incurred or made by the Trustees in accordance with any provision of this
Trust Agreement (including the reasonable compensation and the expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith;
and

(c)      to the fullest extent permitted by applicable law, to indemnify and hold harmless (i) each Trustee, (ii)
any Affiliate of any Trustee, (iii) any officer, director, shareholder, employee, representative or agent of any
Trustee, and (iv) any employee or agent of the Trust or its Affiliates, (referred to herein as an "Indemnified
Person") from and against any loss, damage, liability, tax, penalty, expense or claim of any kind or nature
whatsoever incurred by such Indemnified Person by reason of the creation, operation or termination of the Trust
or any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Trust and
in a manner such Indemnified Person reasonably believed to be within the scope of authority conferred on such
Indemnified Person by this Trust Agreement, except that no Indemnified Person shall be entitled to be indemnified
in respect of any loss, damage or claim incurred by such Indemnified Person by reason of negligence or willful
misconduct with respect to such acts or omissions.

                  The provisions of this Section 8.6 shall survive the termination of this Trust Agreement or the
resignation or removal of any Trustee.

                  No Trustee may claim any lien or charge on any Trust Property as a result of any amount due
pursuant to this Section 8.6.

                  The Depositor and any Trustee (subject to Section 8.8) may engage in or possess an interest in
other business ventures of any nature or description, independently or with others, similar or dissimilar to the
business of the Trust, and the Trust and the Holders of Trust Securities shall have no rights by virtue of this
Trust Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit
of any such venture, even if competitive with the business of the Trust, shall not be deemed wrongful or
improper. Neither the Depositor, nor any Trustee, shall be obligated to present any particular investment or
other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could
be taken by the Trust, and the Depositor or any Trustee shall have the right to take for its own account
(individually or as a partner or fiduciary) or to recommend to others any such particular investment or other
opportunity. Any Trustee may engage or be interested in any financial or other transaction with the Depositor or
any Affiliate of the Depositor, or may act as depository for, trustee or agent for, or act on any committee or
body of holders of, securities or other obligations of the Depositor or its Affiliates.


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SECTION 8.7.      Corporate Property Trustee Required; Eligibility of Trustees.

(a)      There shall at all times be a Property Trustee hereunder. The Property Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least
$50,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then for the purposes of this Section, the combined
capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. If at any time the Property Trustee with respect to the Trust
Securities shall cease to be eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this Article.

(b)      There shall at all times be one or more Regular Trustees hereunder. Each Regular Trustee shall be a
natural person at least 21 years of age who is an officer of the Depositor.

(c)      There shall at all times be a Delaware Trustee. The Delaware Trustee shall either be (i) a natural
person who is at least 21 years of age and a resident of the State of Delaware or (ii) a legal entity with its
principal place of business in the State of Delaware and that otherwise meets the requirements of applicable
Delaware law that shall act through one or more persons authorized to bind such entity.

SECTION 8.8.      Conflicting Interests.

                  If the Property Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act, the Property Trustee shall either eliminate such interest or resign, to the extent and in
the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Trust Agreement. The
Certificate of Determination and the Guarantee are hereby excluded for purposes of Section 310(b)(1) of the Trust
Indenture Act.

SECTION 8.9.      Co-Trustees and Separate Trustee.

                  Unless an Event of Default shall have occurred and be continuing, at any time or times, for the
purpose of meeting the legal requirements of the Trust Indenture Act or of any jurisdiction in which any part of
the Trust Property may at the time be located, the Depositor and the Regular Trustees, by agreed action of the
majority of such Trustees, shall have power to appoint, and upon the written request of the Regular Trustees, the
Depositor shall for such purpose join with the Regular Trustees in the execution, delivery, and performance of
all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Property
Trustee either to act as co-trustee, jointly with the Property Trustee, of all or any part of such Trust
Property, or to the extent required by law to act as separate trustee of any such property, in either case with
such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the
capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other
provisions of this Section. If the Depositor does not join in such appointment within 15 days after the receipt


Page 39



by it of a request so to do, or in case a Stock Event of Default has occurred and is continuing, the Property
Trustee alone shall have power to make such appointment. Any co-trustee or separate trustee appointed pursuant to
this Section shall either be (i) a natural person who is at least 21 years of age and a resident of the United
States or (ii) a legal entity with its principal place of business in the United States that shall act through
one or more persons authorized to bind such entity.

                  Should any written instrument from the Depositor be required by any co-trustee or separate
trustee so appointed for more fully confirming to such co-trustee or separate trustee such property, title,
right, or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the
Depositor.

                  Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent
only, be appointed subject to the following terms, namely:

(a)      The Trust Securities shall be executed and delivered and all rights, powers, duties, and obligations
hereunder in respect of the custody of securities, cash and other personal property held by, or required to be
deposited or pledged with, the Trustees specified hereunder shall be exercised solely by such Trustees and not by
such co-trustee or separate trustee.

(b)      The rights, powers, duties, and obligations hereby conferred or imposed upon the Property Trustee in
respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed
by the Property Trustee or by the Property Trustee and such co-trustee or separate trustee jointly, as shall be
provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any
law of any jurisdiction in which any particular act is to be performed, the Property Trustee shall be incompetent
or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised
and performed by such co-trustee or separate trustee.

(c)      The Property Trustee at any time, by an instrument in writing executed by it, with the written
concurrence of the Depositor, may accept the resignation of or remove any co-trustee or separate trustee
appointed under this Section, and, in case a Stock Event of Default has occurred and is continuing, the Property
Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without
the concurrence of the Depositor. Upon the written request of the Property Trustee, the Depositor shall join with
the Property Trustee in the execution, delivery and performance of all instruments and agreements necessary or
proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned
or removed may be appointed in the manner provided in this Section.

(d)      No co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission
of the Property Trustee or any other trustee hereunder.


Page 40


(e)      The Property Trustee shall not be liable by reason of any act of a co-trustee or separate trustee.

(f)      Any Act of Holders delivered to the Property Trustee shall be deemed to have been delivered to each such
co-trustee and separate trustee.

SECTION 8.10.     Resignation and Removal; Appointment of Successor.

                  No resignation or removal of any Trustee (the "Relevant Trustee") and no appointment of a
successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee in accordance with the applicable requirements of Section 8.11.

                  Subject to the immediately preceding paragraph, the Relevant Trustee may resign at any time by
giving written notice thereof to the Securityholders and the other Trustees. If the instrument of acceptance by
the successor Trustee required by Section 8.11 shall not have been delivered to the Relevant Trustee within 30
days after the giving of such notice of resignation, the Relevant Trustee may petition, at the expense of the
Trust, any court of competent jurisdiction for the appointment of a successor Relevant Trustee.

                  Unless a Stock Event of Default shall have occurred and be continuing, any Trustee may be
removed at any time by Act of the Common Securityholder. If a Stock Event of Default shall have occurred and be
continuing, the Property Trustee or the Delaware Trustee, or both of them, may be removed at such time by Act of
the Holders of a majority in aggregate Liquidation Amount of the Outstanding Preferred Securities, delivered to
the Relevant Trustee (in its individual capacity and on behalf of the Trust). A Regular Trustee may be removed by
the Common Securityholder at any time.

                  If any Trustee shall resign, be removed or become incapable of acting as Trustee, or if a
vacancy shall occur in the office of any Trustee for any cause, at a time when no Stock Event of Default shall
have occurred and be continuing, the Common Securityholder, by Act of the Common Securityholder delivered to the
retiring Trustee, shall promptly appoint a successor Trustee or Trustees, which successor Trustee shall be
domiciled outside of the State of California, and the retiring Trustee shall comply with the applicable
requirements of Section 8.11. If the Property Trustee or the Delaware Trustee shall resign, be removed or become
incapable of continuing to act as the Property Trustee or the Delaware Trustee, as the case may be, at a time
when a Stock Event of Default shall have occurred and be continuing, the Preferred Securityholders, by Act of the
Securityholders of a majority in aggregate Liquidation Amount of the Preferred Securities then Outstanding
delivered to the retiring Relevant Trustee, shall promptly appoint a successor Relevant Trustee or Trustees, and
such successor Trustee shall comply with the applicable requirements of Section 8.11.  If a Regular Trustee shall
resign, be removed or become incapable of acting as Regular Trustee, at a time when a Stock Event of Default
shall have occurred and be continuing, the Common Securityholder by Act of the Common Securityholder delivered to
the Regular Trustee shall promptly appoint a successor Regular Trustee and such successor Regular Trustee shall
comply with the applicable requirements of Section 8.11. If no successor Relevant Trustee shall have been so


Page 41


appointed by the Common Securityholder or the Preferred Securityholders and accepted appointment in the manner
required by Section 8.11, any Securityholder who has been a Securityholder of Trust Securities for at least six
months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Relevant Trustee.

                  The Property Trustee shall, at the expense of the Depositor, give notice of each resignation
and each removal of the Property Trustee or the Delaware Trustee and each appointment of a successor to the
Property Trustee or the DelawareTrustee to all Securityholders in the manner provided in Section 10.8 and shall
give notice to the Depositor. Each notice shall include the name of the successor Relevant Trustee and the
address of its Corporate Trust Office if it is the Property Trustee.

                  Notwithstanding the foregoing or any other provision of this Trust Agreement, in the event any
Regular Trustee or a Delaware Trustee who is a natural person dies or becomes, in the opinion of the Depositor,
incompetent or incapacitated, the vacancy created by such death, incompetence or incapacity may be filled by (a)
the unanimous act of the remaining Regular Trustees if there are at least two of them or (b) otherwise by the
Depositor (with the successor in each case being a Person who satisfies the eligibility requirement for Regular
Trustee or Delaware Trustee, as the case may be, set forth in Section 8.7).

SECTION 8.11.     Acceptance of Appointment by Successor.

                  In case of the appointment hereunder of a successor Relevant Trustee, each successor Relevant
Trustee with respect to the Trust Securities shall execute an amendment hereto wherein each successor Relevant
Trustee shall accept such appointment and which (a) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Relevant Trustee all the rights, powers,
trusts and duties of the retiring Relevant Trustee with respect to the Trust Securities and the Trust and (b)
shall add to or change any of the provisions of this Trust Agreement as shall be necessary to provide for or
facilitate the administration of the Trust by more than one Relevant Trustee, it being understood that nothing
herein or in such amendment shall constitute such Relevant Trustees co-trustees and upon the execution of such
amendment the resignation or removal of the retiring Relevant Trustee shall become effective to the extent
provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on request of
the Trust or any successor Relevant Trustee such retiring Relevant Trustee shall duly assign, transfer and
deliver to such successor Relevant Trustee all Trust Property, all proceeds thereof and money held by such
retiring Relevant Trustee hereunder with respect to the Trust Securities and the Trust.

                  Upon request of any such successor Relevant Trustee, the Trust shall execute any and all
instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such
rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.


Page 42


                  No successor Relevant Trustee shall accept its appointment unless at the time of such
acceptance such successor Relevant Trustee shall be qualified and eligible under this Article.

SECTION 8.12.     Merger, Conversion, Consolidation or Succession to Business.

                  Any corporation into which the Property Trustee or the Delaware Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which such Trustee shall be a party, or any corporation succeeding to all or substantially all
the corporate trust business of such Trustee, shall be the successor of such Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any
paper or any further act on the part of any of the parties hereto.

SECTION 8.13.     Preferential Collection of Claims Against Depositor or Trust.

                  In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Trust
or any other obligor upon the Trust Securities or the property of the Trust or of such other obligor or their
creditors, the Property Trustee (irrespective of whether any Distributions on the Trust Securities shall then be
due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Property
Trustee shall have made any demand on the Trust for the payment of any past due Distributions) shall be entitled
and empowered, to the fullest extent permitted by law, by intervention in such proceeding or otherwise:

(a)      to file and prove a claim for the whole amount of any Distributions owing and unpaid in respect of the
Trust Securities and to file such other papers or documents as may be necessary or advisable in order to have the
claims of the Property Trustee (including any claim for the reasonable compensation, expenses, disbursements and
advances of the Property Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding,
and

(b)      to collect and receive any moneys or other property payable or deliverable on any such claims and to
distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar
official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the
Property Trustee and, in the event the Property Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Property Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Property Trustee, its agents and counsel, and any other amounts due the
Property Trustee.


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                  Nothing herein contained shall be deemed to authorize the Property Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement adjustment or
compensation affecting the Trust Securities or the rights of any Holder thereof or to authorize the Property
Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 8.14.     Reports by Property Trustee.

(a)      Not later than 60 days following May 15 of each year commencing with __________, 20__, the Property
Trustee shall transmit to all Securityholders in accordance with Section 10.8, and to the Depositor, a brief
report dated as of such May 15 with respect to:

(i)      its eligibility under Section 8.7 or, in lieu thereof, if to  the best of its knowledge it has continued
         to be eligible under said Section, a written statement to such effect; and

(ii)     any change in the property and funds in its possession as Property Trustee since the date of its last
         report and any action taken by the Property Trustee in the performance of its duties hereunder which it
         has not previously reported and which in its opinion materially affects the Trust Securities.

(b)      In addition the Property Trustee shall transmit to Securityholders such reports concerning the Property
Trustee and its actions under this Trust Agreement as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant thereto.

(c)      A copy of each such report shall, at the time of such transmission to Holders, be filed by the Property
Trustee with each national stock exchange, the NASDAQ National Market or such other interdealer quotation system
or self-regulatory organization upon which the Trust Securities are listed or traded (information regarding each
such listing to be provided to the Property Trustee by the Depositor), with the Commission and with the Depositor.

SECTION 8.15.     Reports to the Property Trustee.

                  The Depositor and the Regular Trustees on behalf of the Trust shall provide to the Property
Trustee such documents, reports and information as required by Section 314 of the Trust Indenture Act (if any)
and the compliance certificate required by Section 314(a) of the Trust Indenture Act in the form, in the manner
and at the times required by Section 314 of the Trust Indenture Act.

SECTION 8.16.     Evidence of Compliance with Conditions Precedent.

                  Each of the Depositor and the Regular Trustees on behalf of the Trust shall provide to the
Property Trustee such evidence of compliance with any conditions precedent, if any, provided for in this Trust
Agreement that relate to any of the matters set forth in Section 314 (c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) of the Trust Indenture
Act shall be given in the form of an Officer's Certificate.


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SECTION 8.17.     Number of Trustees.

(a)      The number of Trustees shall initially be five, provided that the Holder of all of the Common Securities
by written instrument may increase or decrease the number of Regular Trustees. The Property Trustee and the
Delaware Trustee may be the same Person.

(b)      If a Trustee ceases to hold office for any reason and, if such Trustee is a Regular Trustee, the number
of Regular Trustees is not reduced pursuant to Section 8.17(a), or if the number of Trustees is increased
pursuant to Section 8.17(a), a vacancy shall occur. The vacancy shall be filled with a Trustee appointed in
accordance with Section 8.10.

(c)      The death, resignation, retirement, removal, bankruptcy, incompetence or incapacity to perform the
duties of a Trustee shall not operate to annul, dissolve or terminate the Trust. Whenever a vacancy in the number
of Regular Trustees shall occur, until such vacancy is filled by the appointment of a Regular Trustee or Regular
Trustees in accordance with Section 8.10, the Regular Trustees in office, regardless of their number (and
notwithstanding any other provision of this Agreement), shall have all the powers granted to the Regular Trustees
and shall discharge all the duties imposed upon the Regular Trustees by this Trust Agreement.

SECTION 8.18.     Delegation of Power.

(a)      Any Regular Trustee may, by power of attorney consistent with applicable law, delegate to any other
natural person over the age of 21 his or her power for the purpose of executing any documents contemplated in
Section 2.7(a); and

(b)      The Regular Trustees shall have power to delegate from time to time to such of their number or to the
Depositor the doing of such things and the execution of such instruments either in the name of the Trust or the
names of the Regular Trustees or otherwise as the Regular Trustees may deem expedient, to the extent such
delegation is not prohibited by applicable law or contrary to the provisions of this Trust Agreement, as set
forth herein.

SECTION 8.19.     Delaware Trustee.

                  It is expressly understood and agreed by the parties hereto that, in fulfilling its obligations
as Delaware Trustee hereunder on behalf of the Trust, (i) any agreements or instruments executed and delivered by
Chase Manhattan Bank USA, National Association are executed and delivered not in its individual capacity but
solely as Delaware Trustee under this Trust Agreement in exercise of the powers and authority conferred and
vested in it, (ii) each of the representations, undertakings and agreements herein made by Chase Manhattan Bank
USA, National Association on the part of the Trust is made and intended not as representations, warranties,
covenants, undertakings and agreements by Chase Manhattan Bank USA, National Association in its individual
capacity but is made and intended for the purpose of binding only the Trust, and (iii) under no circumstances

Page 45


shall Chase Manhattan Bank USA, National Association in its individual capacity be personally liable for the
payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trust under this Trust Agreement, except if such
breach or failure is due to any negligence or willful misconduct of the Delaware Trustee.

                                                   ARTICLE IX

                                        TERMINATION, LIQUIDATION AND MERGER

SECTION 9.1.      Termination Upon Expiration Date.

                  Unless earlier dissolved, the Trust shall automatically dissolve on ____________, _____ (the
"Expiration Date"), and the Trust Property shall be distributed in accordance with Section 9.4.

SECTION 9.2.      Early Termination.

                  The first to occur of any of the following events is an "Early Termination Event", upon the
occurrence of which the Trust shall be dissolved:

(a)      the occurrence of a Bankruptcy Event in respect of, or the dissolution or liquidation of, the Depositor;

(b)      the written direction to the Property Trustee from the Depositor at any time to dissolve the Trust and
distribute Shares to Securityholders in exchange for the Preferred Securities (which direction is optional and
wholly within the discretion of the Depositor);

(c)      the redemption of all of the Preferred Securities in connection with the redemption of all the Shares;
and

(d)      the entry of an order for dissolution of the Trust by a court of competent jurisdiction.

SECTION 9.3.      Termination.

                  The respective obligations and responsibilities of the Trustees and the Trust created and
continued hereby shall terminate upon the latest to occur of the following: (a) the distribution by the Property
Trustee to Securityholders upon the liquidation of the Trust pursuant to Section 9.4, or upon the redemption of
all of the Trust Securities pursuant to Section 4.2, of all amounts required to be distributed hereunder upon the
final payment of the Trust Securities; (b) the payment of any expenses owed by the Trust; and (c) the discharge
of all administrative duties of the Regular Trustees, including the performance of any tax reporting obligations
with respect to the Trust or the Securityholders.


Page 46


SECTION 9.4.      Liquidation.

(a)      If an Early Termination Event specified in clause (a), (b) or (d) of Section 9.2 occurs or upon the
Expiration Date, the Trust shall be liquidated by the Trustees as expeditiously as the Trustees determine to be
possible by distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable
law, to each Securityholder a Like Amount of Shares, subject to Section 9.4(d). Notice of liquidation shall be
given by the Property Trustee at the expense of the Depositor by first-class mail, postage prepaid mailed not
later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such
Holder's address appearing in the Securities Register. All notices of liquidation shall:

(i)      state the Liquidation Date;

(ii)     state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be
         Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to
         represent a Like Amount of Shares; and

(iii)    provide such information with respect to the mechanics by which Holders may exchange Trust Securities
         Certificates for Shares, or if Section 9.4(d) applies, receive a Liquidation Distribution.

(b)      Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Trust and
distribution of the Shares to Securityholders, the Property Trustee shall establish a record date for such
distribution (which shall be (i) one Business Day prior to the Liquidation Date or (ii) in the event that the
Preferred Securities are not in book-entry form, the date 15 days prior to the Liquidation Date) and, either
itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such
procedures as it shall deem appropriate to effect the distribution of Shares in exchange for the Outstanding
Trust Securities Certificates.

(c)      Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Trust Securities will
no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Shares will be issued to
holders of Trust Securities Certificates, upon surrender of such certificates to the Property Trustee or its
agent for exchange, (iii) the Depositor shall use its best efforts to have the Shares listed on the New York
Stock Exchange or on such other exchange, interdealer quotation system or self-regulatory organization as the
Preferred Securities are then listed, (iv) any Trust Securities Certificates not so surrendered for exchange will
be deemed to represent a Like Amount of Shares, accruing interest at the rate provided for in the Shares from the
last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such
certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or
principal will be made to Holders of Trust Securities Certificates with respect to such Shares) and (v) all
rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to
receive Shares upon surrender of Trust Securities Certificates.


Page 47

(d)      In the event that, notwithstanding the other provisions of this Section 9.4, whether because of an order
for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Shares in the
manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be
liquidated, and the Trust shall be wound-up by the Property Trustee in such manner as the Property Trustee
determines. In such event, Securityholders will be entitled to receive out of the assets of the Trust available
for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust as provided by
applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any
such winding up, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets
available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence,
the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon
Liquidation Amounts). The Holder of the Common Securities will be entitled to receive Liquidation Distributions
upon any such winding-up pro rata (determined as aforesaid) with Holders of Preferred Securities, except that, if
a Stock Event of Default has occurred and is continuing, the Preferred Securities shall have a priority over the
Common Securities.

SECTION 9.5.      Mergers, Consolidations, Amalgamations or Replacements of the Trust.

                  The Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey,
transfer or lease its properties and assets substantially as an entirety to any Person, except pursuant to this
Section 9.5 or Section 9.4.  At the request of the Depositor, with the consent of the Holders of at least a
majority in aggregate Liquidation Amount of the Outstanding Preferred Securities, the Trust may merge with or
into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets
substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such
successor entity either (x) expressly assumes all of the obligations of the Trust with respect to the Preferred
Securities or (y) substitutes for the Preferred Securities other securities having substantially the same terms
as the Preferred Securities (the "Successor Securities") so long as the Successor Securities rank the same as the
Preferred Securities rank in priority with respect to distributions and payments upon liquidation, redemption and
otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the
same powers and duties as the Property Trustee as the holder of the Shares, (iii) the Preferred Securities are
listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national
securities exchange or other organization on which the Preferred Securities are then listed or traded, if any,
(iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the
Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized
statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer


Page 48


or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred
Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose
substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that
(x) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the Holders of the Preferred Securities (including any Successor
Securities) in any material respect, and (y) following such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an
investment company under the 1940 Act and (viii) the Depositor owns all of the common securities of such
successor entity and the Guarantor guarantees the obligations of such successor entity under the Successor
Securities at least to the extent provided by the Guarantee. Notwithstanding the foregoing, the Trust shall not,
except with the consent of holders of 100% in Liquidation Amount of the Preferred Securities, consolidate,
amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets
substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge
with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or
lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United
States Federal income tax purposes.

                                                    ARTICLE X

                                             MISCELLANEOUS PROVISIONS

SECTION 10.1.     Limitation of Rights of Securityholders.

                  Except as otherwise provided in Section 9.2, the death, dissolution, termination, bankruptcy or
incapacity of any Person having an interest, beneficial or otherwise, in Trust Securities shall not operate to
terminate this Trust Agreement, nor dissolve, terminate or annul the Trust, nor entitle the legal successors,
representatives or heirs of such Person or any Securityholder for such Person, to claim an accounting, take any
action or bring any proceeding in any court for a partition or winding up of the arrangements contemplated
hereby, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.

SECTION 10.2.     Amendment.

(a)      In addition to amendments contemplated by Section 8.11, this Trust Agreement may be amended from time to
time by the Regular Trustees and the Depositor, without the consent of any Securityholders, (i) to cure any
ambiguity, correct or supplement any provision herein which may be inconsistent with any other provision herein,
or to make any other provisions with respect to matters or questions arising under this Trust Agreement, which
shall not be inconsistent with the other provisions of this Trust Agreement, or (ii) to modify, eliminate or add
to any provisions of this Trust Agreement to such extent as shall be necessary to ensure that the Trust will be
classified for United States Federal income tax purposes as a grantor trust at all times that any Trust


Page 49


Securities are outstanding or to ensure that the Trust will not be required to register as an investment company
under the 1940 Act; provided, however, that in the case of clause (i), such action shall not adversely affect in
any material respect the interests of any Securityholder, and any such amendments of this Trust Agreement shall
become effective when notice thereof is given to the Securityholders.

(b)      Except as provided in Section 10.2(c) hereof, any provision of this Trust Agreement may be amended by
the Trustees and the Depositor with (i) the consent of Securityholders representing a majority (based upon
aggregate Liquidation Amount) of the Trust Securities then Outstanding and (ii) receipt by the Trustees of an
Opinion of Counsel to the effect that such amendment or the exercise of any power granted to the Trustees in
accordance with such amendment will not affect the Trust's status as a grantor trust for United States Federal
income tax purposes or the Trust's exemption from status of an investment company under the 1940 Act.

(c)      In addition to and notwithstanding any other provision in this Trust Agreement, without the consent of
each affected Securityholder, this Trust Agreement may not be amended to (i) change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount of any Distribution required to be
made in respect of the Trust Securities as of a specified date or (ii) restrict the right of a Securityholder to
institute suit for the enforcement of any such payment on or after such date; notwithstanding any other provision
herein, without the unanimous consent of the Securityholders, this paragraph (c) of this Section 10.2 may not be
amended.

(d)      Notwithstanding any other provisions of this Trust Agreement, no Trustee shall enter into or consent to
any amendment to this Trust Agreement which would cause the Trust to fail or cease to qualify for the exemption
from status of an investment company under the 1940 Act or fail or cease to be classified as a grantor trust for
United States Federal income tax purposes.

(e)      Notwithstanding anything in this Trust Agreement to the contrary, this Trust Agreement may not be
amended in a manner which imposes any additional obligation on the Depositor, the Property Trustee or the
Delaware Trustee without the consent of the Depositor, the Property Trustee or the Delaware Trustee, as the case
may be.

(f)      In the event that any amendment to this Trust Agreement is made, the Regular Trustees shall promptly
provide to the Depositor a copy of such amendment.

(g)      Neither the Property Trustee nor the Delaware Trustee shall be required to enter into any amendment to
this Trust Agreement which affects its own rights, duties or immunities under this Trust Agreement. The Property
Trustee shall be entitled to receive an Opinion of Counsel and an Officer's Certificate stating that any
amendment to this Trust Agreement is in compliance with this Trust Agreement and that all conditions precedent,
if any, to such amendment have been complied with.


Page 50


SECTION 10.3.     Separability.

                  In case any provision in this Trust Agreement or in the Trust Securities Certificates shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby.

SECTION 10.4.     Governing Law.

                  THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE SECURITYHOLDERS, THE TRUST
AND THE TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

SECTION 10.5.     Payments Due on Non-Business Day.

                  If the date fixed for any payment on any Trust Security shall be a day that is not a Business
Day, then such payment need not be made on such date but may be made on the next succeeding day that is a
Business Day (except as otherwise provided in Sections 4.1(a) and 4.2(d)), with the same force and effect as
though made on the date fixed for such payment, and no interest shall accrue thereon for the period after such
date.

SECTION 10.6.     Successors.

                  This Trust Agreement shall be binding upon and shall inure to the benefit of any successor to
the Depositor, the Trust or the Relevant Trustee, including any successor by operation of law. Except in
connection with a consolidation, merger, sale or other transaction involving the Depositor that is permitted
[under _______] and pursuant to which the assignee agrees in writing to perform the Depositor's obligations
hereunder, the Depositor shall not assign its obligations hereunder.

SECTION 10.7.     Headings.

                  The Article and Section headings are for convenience only and shall not affect the construction
of this Trust Agreement.

SECTION 10.8.     Reports, Notices and Demands.

                  Any report, notice, demand or other communication which by any provision of this Trust
Agreement is required or permitted to be given or served to or upon any Securityholder or the Depositor may be
given or served in writing by deposit thereof, first-class postage prepaid, in the United States mail, hand
delivery or facsimile transmission, in each case, addressed, (a) in the case of a Preferred Securityholder, to
such Preferred Securityholder as such Securityholder's name and address may appear on the Securities Register;
and (b) in the case of the Common Securityholder or the Depositor, to Southern California Edison Company, 2244
Walnut Grove Avenue, Rosemead, California 91770, Attention: Corporate Secretary, facsimile no.: 626-302-2662. Any


Page 51


notice to Preferred Securityholders shall also be given to such owners as have, within two years preceding the
giving of such notice, filed their names and addresses with the Property Trustee for that purpose. Such notice,
demand or other communication to or upon a Securityholder shall be deemed to have been sufficiently given or
made, for all purposes, upon hand delivery, mailing or transmission.

                  Any notice, demand or other communication which by any provision of this Trust Agreement is
required or permitted to be given or served to or upon the Trust, the Property Trustee, the Delaware Trustee or
the Regular Trustees shall be given in writing addressed (until another address is published by the Trust) as
follows: (a) with respect to the Property Trustee to JPMorgan Chase Bank, N.A., at its Corporate Trust Office,
Attention: Institutional Trust Services; (b) with respect to the Delaware Trustee, to Chase Manhattan Bank USA,
National Association, 1201 N. Market Street, Wilmington, Delaware 19801, Attention: Corporate Trust; (c) with
respect to the Regular Trustees, to them c/o Southern California Edison Company, 2244 Walnut Grove Avenue,
Rosemead, California 91770, marked "Attention Regular Trustees of SCE Trust [__]"; and (d) with respect to the
Trust, to its principal office specified in Section 2.1, with a copy to the Property Trustee. Such notice, demand
or other communication to or upon the Trust or the Property Trustee shall be deemed to have been sufficiently
given or made only upon actual receipt of the writing by the Trust or the Property Trustee.

SECTION 10.9.     Agreement Not to Petition.

                  Each of the Trustees and the Depositor agree for the benefit of the Securityholders that, until
at least one year and one day after the Trust has been terminated in accordance with Article IX, they shall not
file, or join in the filing of, a petition against the Trust under any bankruptcy, insolvency, reorganization or
other similar law (including, without limitation, the United States Bankruptcy Code) (collectively, "Bankruptcy
Laws") or otherwise join in the commencement of any proceeding against the Trust under any Bankruptcy Law. In the
event the Depositor takes action in violation of this Section 10.9, the Property Trustee agrees, for the benefit
of Securityholders, that at the expense of the Depositor, it shall file an answer with the bankruptcy court or
otherwise properly contest the filing of such petition by the Depositor against the Trust or the commencement of
such action and raise the defense that the Depositor has agreed in writing not to take such action and should be
stopped and precluded therefrom and such other defenses, if any, as counsel for the Trustee or the Trust may
assert. The provisions of this Section 10.9 shall survive the termination of this Trust Agreement.

SECTION 10.10.    Trust Indenture Act; Conflict with Trust Indenture Act.

(a)      This Trust Agreement is subject to the provisions of the Trust Indenture Act that are required to be
part of this Trust Agreement and shall, to the extent applicable, be governed by such provisions.


Page 52



(b)      The Property Trustee shall be the only Trustee which is a trustee for the purposes of the Trust
Indenture Act.

(c)      If any provision hereof limits, qualifies or conflicts with another provision hereof which is required
to be included in this Trust Agreement by any of the provisions of the Trust Indenture Act, such required
provision shall control. If any provision of this Trust Agreement modifies or excludes any provision of the Trust
Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Trust
Agreement as so modified or excluded, as the case may be.

(d)      The application of the Trust Indenture Act to this Trust Agreement shall not affect the nature of the
Securities as equity securities representing undivided beneficial interests in the assets of the Trust.

SECTION 10.11.    Acceptance of Terms of Trust Agreement, Guarantee and Certificate of Determination.

                  THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A
SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL
CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH
TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION
PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE CERTIFICATE OF DETERMINATION, AND SHALL CONSTITUTE THE
AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT
SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS.

                  THE DEPOSITOR, THE TRUST AND EACH HOLDER AND BENEFICIAL OWNER OF A PREFERRED SECURITY (BY ITS
ACCEPTANCE OF AN INTEREST THEREIN) SHALL BE DEEMED TO HAVE AGREED TO TREAT THE SHARES AS INDEBTEDNESS FOR ALL
U.S. TAX PURPOSES AND THE PREFERRED SECURITY AS EVIDENCE OF AN INDIRECT BENEFICIAL OWNERSHIP INTEREST IN THE
SHARES.



Page 53

                  IN WITNESS WHEREOF, the parties have caused this Amended and Restated Trust Agreement to be
duly executed, all as of the day and year first above written.

                                           SOUTHERN CALIFORNIA EDISON COMPANY


By:
   --------------------------------------------------

Name:
     ------------------------------------------------

Title:
      -----------------------------------------------


                                               JPMORGAN CHASE BANK, N.A.,
                                                 as Property Trustee


By:
   --------------------------------------------------

Name:
     ------------------------------------------------

Title:
      -----------------------------------------------


                                               CHASE MANHATTAN BANK USA, National Association,
                                                 as Delaware Trustee


By:
   --------------------------------------------------

Name:
     ------------------------------------------------

Title:
      -----------------------------------------------


                                               [W. JAMES SCILACCI],
                                                 as Regular Trustee


By:
   --------------------------------------------------

Name:
     ------------------------------------------------

Title:
      -----------------------------------------------



Page 54

                                               [ROBERT C. BOADA],
                                                 as Regular Trustee


By:
   --------------------------------------------------

Name:
     ------------------------------------------------

Title:
      -----------------------------------------------




                                               [MARY C. SIMPSON],
                                                 as Regular Trustee


By:
   --------------------------------------------------

Name:
     ------------------------------------------------

Title:
      -----------------------------------------------




Page 55

                                                                                 EXHIBIT A


                                               CERTIFICATE OF TRUST

                                                        OF

                                                  SCE TRUST [__]

                  THIS Certificate of Trust of SCE Trust [__] (the "Trust"), dated ___________, is being duly
executed and filed by the undersigned, as trustees of the Trust, with the Secretary of State of the State of
Delaware to form a [business][statutory] trust under the Delaware [Business][Statutory] Trust Act (12 Del. C.
ss.3801 et seq.).

1.       Name.  The name of the statutory trust formed hereby is SCE Trust [__].

2.       Delaware Trustee.  The name and business address of the trustee of the Trust with a principal place of
business in the State of Delaware are Chase Manhattan Bank USA, National Association, [1201 N. Market Street,
Wilmington, Delaware 19801][c/o JPMorgan Chase, Attention: Institutional Trust Services, 500 Stanton Christiana
Road, OPS 4/3rd Floor, Newark, Delaware, 19713].

3.       Effective Date.  This Certificate of Trust shall be effective upon filing with the Secretary of State of
the State of Delaware.

                  IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust, have executed this
Certificate of Trust as of the date first above written.

                                                 CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, as trustee


                                                 By:
                                                      _________________________________
                                                 Name:
                                                      _________________________________
                                                 Title:
                                                       ________________________________

                                                 [THE CHASE MANHATTAN BANK][JPMORGAN CHASE BANK, N.A.], as
                                                 trustee


                                                 By:
                                                      _________________________________
                                                 Name:
                                                      _________________________________
                                                 Title:
                                                      _________________________________







A-1

                                                                                     EXHIBIT B

                                       THIS CERTIFICATE IS NOT TRANSFERABLE
                                      EXCEPT IN CERTAIN LIMITED CIRCUMSTANCES
                                         SET FORTH IN THE TRUST AGREEMENT
                                                (AS DEFINED BELOW).


CERTIFICATE NUMBER                                                      NUMBER OF COMMON SECURITIES
         C-1

                                     CERTIFICATE EVIDENCING COMMON SECURITIES
                                                        OF
                                                  SCE TRUST [__]

                                             _____% COMMON SECURITIES

                                  (LIQUIDATION AMOUNT $[__] PER COMMON SECURITY)

                  SCE Trust [__], a statutory trust created under the laws of the State of Delaware (the
"Trust"), hereby certifies that Southern California Edison Company (the "Holder") is the registered owner of the
number set forth above of common securities of the Trust representing beneficial interests of the Trust and
designated the _____% Common Securities (liquidation amount $[__] per Common Security) (the "Common
Securities").  Except as provided in Section 5.10 of the Trust Agreement (as defined below), the Common Securities
are not transferable and any attempted transfer hereof shall, to the fullest extent permitted by law, be void.
The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common
Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and
shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust dated as of _________, 20__, as the same may be amended from time to time (the "Trust Agreement"),
including the designation of the terms of the Common Securities as set forth therein. The Trust will furnish a
copy of the Trust Agreement to the Holder without charge upon written request to the Trust at its principal place
of business or registered office.

                  Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to
the benefits thereunder.

                  IN WITNESS WHEREOF, one of the Regular Trustees of the Trust has executed this certificate this
______ day of ___________________, _______.


By:
   ____________________________________

Name:
    ___________________________________

Title:  Regular Trustee


B-1

                                                                                    EXHIBIT C


                                     AGREEMENT AS TO EXPENSES AND LIABILITIES

                  AGREEMENT dated as of ___________, 20__, between Southern California Edison Company, a
California corporation, and SCE Trust [__], a Delaware statutory trust (the "Trust"). Capitalized terms used but
not defined herein have the meanings ascribed to such terms in the Trust Agreement (as defined below).

                  WHEREAS, the Trust intends to issue its Common Securities (the "Common Securities") to and
receive Shares from Southern California Edison Company and to issue and sell _____% [________ Preferred
Securities], Series [__] (the "Preferred Securities") with such powers, preferences and special rights and
restrictions as are set forth in the Amended and Restated Trust Agreement of the Trust dated as of ___________,
20__, as the same may be amended from time to time (the "Trust Agreement");

                  WHEREAS, Southern California Edison Company will directly or indirectly own all of the Common
Securities of the Trust and will issue the Shares;

                  NOW, THEREFORE, in consideration of the purchase by each holder of the Preferred Securities,
which purchase Southern California Edison Company hereby agrees shall benefit Southern California Edison Company
and which purchase Southern California Edison Company acknowledges will be made in reliance upon the execution
and delivery of this Agreement, Southern California Edison Company and the Trust hereby agree as follows:



                                                     ARTICLE I

                  SECTION 1.1. Guarantee by Southern California Edison Company

                  Subject to the terms and conditions hereof, Southern California Edison Company hereby
irrevocably and unconditionally guarantees to each person or entity to whom the Trust is now or hereafter becomes
indebted or liable (the "Beneficiaries") the full payment, when and as due, of any and all Obligations (as
hereinafter defined) to such Beneficiaries. As used herein, "Obligations" means any costs, expenses or
liabilities of the Trust, other than obligations of the Trust to pay to holders of any Preferred Securities or
other similar interests in the Trust the amounts due such holders pursuant to the terms of the Preferred
Securities or such other similar interests, as the case may be. This Agreement is intended to be for the benefit
of, and to be enforceable by, all such Beneficiaries, whether or not such Beneficiaries have received notice
hereof.




C-1

                  SECTION 1.2. Term of Agreement.

                  This Agreement shall terminate and be of no further force and effect upon the later of (a) the
date on which full payment has been made of all amounts payable to all holders of all the Preferred Securities
(whether upon redemption, liquidation, exchange or otherwise) and (b) the date on which there are no
Beneficiaries remaining; provided, however, that this Agreement shall continue to be effective or shall be
reinstated, as the case may be, if at any time any holder of Preferred Securities or any Beneficiary must restore
payment of any sums paid under the Preferred Securities, under any Obligation, under the Guarantee Agreement
dated as of the date hereof between Southern California Edison Company and JPMorgan Chase Bank, N.A., as
guarantee trustee, or under this Agreement for any reason whatsoever. This Agreement is continuing, irrevocable,
unconditional and absolute.

                  SECTION 1.3. Waiver of Notice.

                  Southern California Edison Company hereby waives notice of acceptance of this Agreement and of
any Obligation to which it applies or may apply, and Southern California Edison Company hereby waives
presentment, demand for payment, protest, notice of nonpayment, notice of dishonor, notice of redemption and all
other notices and demands.

                  SECTION 1.4. No Impairment.

                  The obligations, covenants, agreements and duties of Southern California Edison Company under
this Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the
following:

                  (a) the extension of time for the payment by the Trust of all or any portion of the Obligations
or for the performance of any other obligation under, arising out of, or in connection with, the Obligations;

                  (b) any failure, omission, delay or lack of diligence on the part of the Beneficiaries to
enforce, assert or exercise any right, privilege, power or remedy conferred on the Beneficiaries with respect to
the Obligations or any action on the part of the Trust granting indulgence or extension of any kind; or

                  (c) the voluntary or involuntary liquidation, dissolution, sale of any collateral,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement,
composition or readjustment of debt of, or other similar proceedings affecting, the Trust or any of the assets of
the Trust.

                  There shall be no obligation of the Beneficiaries to give notice to, or obtain the consent of,
Southern California Edison Company with respect to the happening of any of the foregoing.




C-2


                  SECTION 1.5. Enforcement.

                  A Beneficiary may enforce this Agreement directly against Southern California Edison Company
and Southern California Edison Company waives any right or remedy to require that any action be brought against
the Trust or any other person or entity before proceeding against Southern California Edison Company.

                  SECTION 1.6. Subrogation.

                  Southern California Edison Company shall be subrogated to all (if any) rights of any
Beneficiary against the Trust, in respect of any amounts paid to the Beneficiaries by Southern California Edison
Company under this Agreement; provided, however, that Southern California Edison Company shall not (except to the
extent required by mandatory provisions of law) be entitled to enforce or exercise any rights which it may
acquire against the Trust by way of subrogation or any indemnity, reimbursement or other agreement, in all cases
as a result of payment under this Agreement, if, at the time of any such payment, any amounts are due and unpaid
under this Agreement.

                                                    ARTICLE II

                  SECTION 2.1. Binding Effect.

                  All guarantees and agreements contained in this Agreement shall bind the successors, assigns,
receivers, trustees and representatives of Southern California Edison Company and shall inure to the benefit of
the Beneficiaries.

                  SECTION 2.2. Amendment.

                  So long as there remains any Beneficiary or any Preferred Securities of any series are
outstanding, this Agreement shall not be modified or amended in any manner adverse to such Beneficiary or to the
holders of the Preferred Securities.

                  SECTION 2.3. Notices.

                  Any notice, request or other communication required or permitted to be given hereunder shall be
given in writing by delivering the same against receipt therefor by facsimile transmission (confirmed by mail) or
by registered or certified mail, addressed as follows (and if so given, shall be deemed given when mailed or upon
receipt of a confirmation, if sent by facsimile):

                         SCE Trust [__]
                         2244 Walnut Grove Avenue
                         Rosemead, California 91770
                         Facsimile No.: 626-302-1930
                         Attention:  Corporate Governance


C-3


                         Southern California Edison Company
                         2244 Walnut Grove Avenue
                         Rosemead, California 91770
                         Facsimile No.:  626-302-2662
                         Attention:  Corporate Secretary

                  SECTION 2.4. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

                  THIS AGREEMENT is executed as of the day and year first above written.

                                                     SOUTHERN CALIFORNIA EDISON COMPANY


By:________________________________
Name:______________________________
Title:_____________________________

                                                     SCE TRUST [__]


By:________________________________
Name:______________________________
Title:  Regular Trustee





C-4

                                                                                    EXHIBIT D


                  IF THE PREFERRED SECURITY IS TO BE EVIDENCED BY A GLOBAL CERTIFICATE, INSERT--This Preferred
Securities Certificate is a Book-Entry Preferred Securities Certificate within the meaning of the Trust Agreement
hereinafter referred to and is registered in the name of The Depository Trust Company (the "Depositary") or a
nominee of the Depositary. This Preferred Securities Certificate is exchangeable for Preferred Securities
Certificates registered in the name of a person other than the Depositary or its nominee only in the limited
circumstances described in the Trust Agreement and may not be transferred except as a whole by the Depositary to
a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary, except in limited circumstances.

                  Unless this Preferred Security is presented by an authorized representative of The Depository
Trust Company (55 Water Street, New York) to SCE Trust [__] or its agent for registration of transfer, exchange
or payment, and any Preferred Securities Certificate issued is registered in the name of Cede &amp; Co. or such other
name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made
to Cede &amp; Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch
as the registered owner hereof, Cede &amp; Co., has an interest herein.

CERTIFICATE NUMBER                                           NUMBER OF PREFERRED SECURITIES
               P-
                                                             CUSIP NO.

                                    CERTIFICATE EVIDENCING PREFERRED SECURITIES
                                                        OF


                                                  SCE TRUST [__]


                               ____% [____________ PREFERRED SECURITIES, SERIES [__]
                                 (LIQUIDATION AMOUNT $[__] PER PREFERRED SECURITY)

                  SCE Trust [__], a statutory trust created under the laws of the State of Delaware (the
"Trust"), hereby certifies that ___________________ (the "Holder") is the registered owner of the number set forth
above of preferred securities of the Trust representing an undivided beneficial interest in the assets of the
Trust and designated the SCE Trust [__] _____% [_______________] Preferred Securities, Series [__] (liquidation
amount $[__] per Preferred Security) (the "Preferred Securities"). The Preferred Securities are transferable on
the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer as provided in Section 5.4 of the Trust Agreement (as
defined below). The designations, rights, privileges, restrictions, preferences and other terms and provisions of
the Preferred Securities are set forth in, and this certificate and the Preferred Securities represented hereby
are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust
Agreement of the Trust dated as of ____________, 20__, as the same may be amended from time to time (the "Trust
Agreement") including the designation of the terms of Preferred Securities as set forth therein. The Holder is


D-1


entitled to the benefits of the Guarantee Agreement dated as of ___________, 20__, between Southern California
Edison Company, a California corporation, and JPMorgan Chase Bank, N.A., as guarantee trustee (as the same may be
amended from time to time, the "Guarantee"), to the extent provided therein. The Trust will furnish a copy of the
Trust Agreement and the Guarantee to the Holder without charge upon written request to the Trust at its principal
place of business or registered office.

                  Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to
the benefits thereunder.

                  IN WITNESS WHEREOF, one of the Regular Trustees of the Trust has executed this certificate this
_____ day of ________, ____.

                                                     SCE TRUST [__]


By:
     _______________________________________
Name:
     _______________________________________
Title:  Regular Trustee




D-2

                                                    ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred Security to:

________________________________________________________________________________________________________
________________________________________________________________________________________________________
________________________________________________________________________________________________________
                         (Insert assignee's social security or tax identification number)

________________________________________________________________________________________________________
________________________________________________________________________________________________________
________________________________________________________________________________________________________
                                     (Insert address and zip code of assignee)

and irrevocably appoints

________________________________________________________________________________________________________
________________________________________________________________________________________________________
________________________________________________________________________________________________________
agent to transfer this Preferred Securities Certificate on the books of the Trust. The agent may substitute
another to act for him or her.

Date: ________________

Signature:
________________________________________________________________________________________________________
(Sign exactly as your name appears on the other side of this Preferred Securities Certificate)

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan
associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to
SEC Rule 17Ad-15.


D-3

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<DESCRIPTION>FORM OF GUARANTEE AGRMT RE PREFERRED STOCK
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<PRE>
                                                GUARANTEE AGREEMENT



                                                      Between



                                        SOUTHERN CALIFORNIA EDISON COMPANY
                                                  (as Guarantor)



                                                        and



                                            JPMMORGAN CHASE BANK, N.A.
                                                   (as Trustee)



                                                    dated as of



                                               ---------------------


Page




                                              CROSS-REFERENCE TABLE*

         Section of
Trust Indenture Act                                                        Section of
of 1939, as amended                                                    Guarantee Agreement
- -------------------                                                    -------------------
            310(a)..............................................................4.1(a)
            310(b...............................................................4.1(c), 2.8
            310(c)..............................................................Inapplicable
            311(a)..............................................................2.2(b)
            311(b)..............................................................2.2(b)
            311(c)..............................................................Inapplicable
            312(a)..............................................................2.2(a)
            312(b)..............................................................2.2(b)
            313.................................................................2.3
            314(a)..............................................................2.4
            314(b)..............................................................Inapplicable
            314(c)..............................................................2.5
            314(d)..............................................................Inapplicable
            314(e)..............................................................1.1, 2.5, 3.2
            314(f)..............................................................2.1, 3.2
            315(a)..............................................................3.1(d)
            315(b)..............................................................2.7
            315(c)..............................................................3.1
            315(d)..............................................................3.1(d)
            316(a)..............................................................1.1, 2.6, 5.4
            316(b)..............................................................5.3
            316(c)..............................................................8.2
            317(a)..............................................................Inapplicable
            317(b)..............................................................Inapplicable
            318(a)..............................................................2.1(b)
            318(b)..............................................................2.1
            318(c)..............................................................2.1(a)
*    This Cross-Reference Table does not constitute part of the Guarantee Agreement and shall not affect the
     interpretation of any of its terms or provisions.


Page i



                                                 TABLE OF CONTENTS

                                                                                                      Page


                                                     ARTICLE I

                                                    DEFINITIONS

Section 1.1     Definitions.............................................................................2

                                                    ARTICLE II

                                                TRUST INDENTURE ACT

Section 2.1     Trust Indenture Act; Application........................................................4

Section 2.2     List of Holders; Preferential Claims....................................................4

Section 2.3     Reports by the Guarantee Trustee........................................................4

Section 2.4     Periodic Reports to the Guarantee Trustee...............................................4

Section 2.5     Evidence of Compliance with Conditions Precedent........................................5

Section 2.6     Events of Default; Waiver...............................................................5

Section 2.7     Event of Default; Notice................................................................5

Section 2.8     Conflicting Interests...................................................................5

                                                    ARTICLE III

                                POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

Section 3.1     Powers and Duties of the Guarantee Trustee..............................................5

Section 3.2     Certain Rights of Guarantee Trustee.....................................................7

Section 3.3     Indemnity...............................................................................8

                                                    ARTICLE IV

                                                 GUARANTEE TRUSTEE

Section 4.1     Guarantee Trustee: Eligibility..........................................................9

Section 4.2     Appointment, Removal and Resignation of the Guarantee Trustee...........................9

                                                     ARTICLE V

                                                     GUARANTEE

Section 5.1     Guarantee..............................................................................10

Section 5.2     Waiver of Notice and Demand............................................................10

Section 5.3     Obligations Not Affected...............................................................10

Section 5.4     Rights of Holders......................................................................11



Page ii

                                                TABLE OF CONTENTS


Section 5.5     Guarantee of Payment...................................................................11

Section 5.6     Subrogation............................................................................11

Section 5.7     Independent Obligations................................................................12

                                                    ARTICLE VI

                                            COVENANTS AND SUBORDINATION

Section 6.1     Subordination..........................................................................12

Section 6.2     Pari Passu Guarantees..................................................................12

                                                    ARTICLE VII

                                                    TERMINATION

Section 7.1     Termination............................................................................12

                                                   ARTICLE VIII

                                                   MISCELLANEOUS

Section 8.1     Successors and Assigns.................................................................12

Section 8.2     Amendments.............................................................................13

Section 8.3     Notices................................................................................13

Section 8.4     Benefit................................................................................14

Section 8.5     Interpretation.........................................................................14

Section 8.6     Governing Law..........................................................................15



Page iii




                                                GUARANTEE AGREEMENT


                  GUARANTEE AGREEMENT, dated as of  __________, entered into between SOUTHERN CALIFORNIA EDISON
COMPANY, a California corporation having its principal office at 2244 Walnut Grove Avenue, Rosemead, California
91770 (the "Guarantor"), and JPMORGAN CHASE BANK, N.A., as trustee (the "Guarantee Trustee"), for the benefit of
the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of SCE Trust
[__], a Delaware statutory business trust (the "Issuer").

                  WHEREAS, pursuant to an Amended and Restated Trust Agreement, dated as of ______________(the
"Trust Agreement"), among Southern California Edison Company, a California corporation (the "Company"), as
Depositor, the Property Trustee named therein, the Delaware Trustee named therein, the Regular Trustees named
therein and the several Holders as defined therein, the Issuer is issuing up to $[________] aggregate Liquidation
Amount (as defined in the Trust Agreement) of its [______]% [__________] Preferred Securities, Series [__]
(Liquidation Amount $[__] per Preferred Security) (the "Preferred Securities"), representing undivided beneficial
interests in the assets of the Issuer and having the terms set forth in the Trust Agreement;

                  WHEREAS, the Preferred Securities will be issued by the Issuer and the proceeds thereof,
together with the proceeds from the issuance of the Common Securities (as defined in the Trust Agreement), will
be used to purchase the Shares (as defined in the Trust Agreement) of the Company which will be deposited with
JPMorgan Chase Bank, N.A., as Property Trustee under the Trust Agreement, as trust assets; and

                  WHEREAS, as incentive for the Holders to purchase Preferred Securities the Guarantor desires
irrevocably and unconditionally to agree, to the extent set forth herein, to pay to the Holders of the Preferred
Securities the Guarantee Payments (as defined herein) and to make certain other payments on the terms and
conditions set forth herein;

                  NOW, THEREFORE, in consideration of the purchase by each Holder of Preferred Securities, which
purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and delivers this
Guarantee Agreement for the benefit of the Holders from time to time of the Preferred Securities.



Page 1



                                                     Article I

                                                    DEFINITIONS

        Section 1.1 <u>Definitions</u>.  As used in this Guarantee Agreement, the terms set forth below shall, unless the
context otherwise requires, have the following meanings. Capitalized or otherwise defined terms used but not
otherwise defined herein shall have the meanings assigned to such terms in the Trust Agreement as in effect on
the date hereof.

                  "Affiliate" of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For the purposes of this
definition, "control" when used with respect to any specified Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

                  "Event of Default" means (i) a default by the Guarantor on any of its payment obligations under
this Guarantee Agreement and (ii) a default by the Guarantor on any other obligation hereunder that remains
uncured after 30 days from the occurrence thereof.

                  "Guarantee Payments" means the following payments or distributions, without duplication, with
respect to the Preferred Securities, to the extent not paid or made by or on behalf of the Issuer: (i) any
accumulated and unpaid Distributions (as defined in the Trust Agreement) required to be paid on the Preferred
Securities, to the extent the Issuer shall have funds on hand available therefor at such time, (ii) the
redemption price, including all accumulated and unpaid Distributions to the date of redemption (the "Redemption
Price"), with respect to any Preferred Securities called for redemption by the Issuer, to the extent the Issuer
shall have funds on hand available therefor at such time, and (iii) upon a voluntary or involuntary termination,
winding-up or liquidation of the Issuer, unless Notes are distributed to the Holders, the lesser of (a) the
aggregate of the Liquidation Amount of $[__] per Preferred Security plus accumulated and unpaid Distributions on
the Preferred Securities to the date of payment, to the extent the Issuer shall have funds on hand available
therefor at such time and (b) the amount of assets of the Issuer remaining available for distribution to Holders
in liquidation of the Issuer (in either case, the "Liquidation Distribution").

                  "Guarantee Trustee" means JPMorgan Chase Bank, N.A., until a Successor Guarantee Trustee has
been appointed and has accepted such appointment pursuant to the terms of this Guarantee Agreement, and
thereafter means each such Successor Guarantee Trustee.

                  "Holder" means any holder, as registered on the books and records of the Issuer, of any
Preferred Securities; provided, however, that in determining whether the holders of the requisite percentage of
Preferred Securities have given any request, notice,

Page 2


consent or waiver hereunder, "Holder" shall not include the Guarantor, the Guarantee Trustee,
or any Affiliate of the Guarantor or the Guarantee Trustee.

                  "List of Holders" has the meaning specified in Section 2.2(a).

                  "Majority in Liquidation Amount of the Preferred Securities" means, except as provided by the
Trust Indenture Act, a vote by the Holder(s), voting separately as a class, of more than 50% of the Liquidation
Amount of all then outstanding Preferred Securities issued by the Issuer.

                  "Officer's Certificate" means, with respect to any Person, a certificate signed by the Chairman
of the Board, Chief Executive Officer, President, a Vice President, the Treasurer, an Associate Treasurer, an
Assistant Treasurer, the Controller, the Secretary or an Assistant Secretary of such Person, and delivered to the
Guarantee Trustee. Any Officer's Certificate delivered with respect to compliance with a condition or covenant
provided for in this Guarantee Agreement shall include:

                  (a)    a statement that the officer signing the Officer's Certificate has read the covenant or
condition and the definitions relating thereto;

                  (b)    a brief statement of the nature and scope of the examination or investigation undertaken
by such officer in rendering the Officer's Certificate;

                  (c)    a statement that such officer has made such examination or investigation as, in such
officer's opinion, is necessary to enable such officer to express an informed opinion as to whether or not such
covenant or condition has been complied with; and

                  (d)    a statement as to whether, in the opinion of such officer, such condition or covenant has
been complied with.

                  "Person" means a legal person, including any individual, corporation, estate, partnership,
joint venture, association, joint stock company, limited liability company, trust, unincorporated association, or
government or any agency or political subdivision thereof, or any other entity of whatever nature.

                  "Responsible Officer" means, with respect to the Guarantee Trustee, any any Vice President, any
Assistant Vice President, any Managing Director, any Assistant Secretary, any Assistant Treasurer, any Senior
Trust Officer, any Assistant Trust Officer, any Trust Officer or any other officer associated with the corporate
trust department of the Guarantee Trustee customarily performing functions similar to those performed by any of
the above designated officers and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of that officer's knowledge of and familiarity with the
particular subject.

                  "Successor Guarantee Trustee" means a successor Guarantee Trustee possessing the qualifications
to act as Guarantee Trustee under Section 4.1.



Page 3

                  "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended.

                                                     Article II

                                                TRUST INDENTURE ACT

        Section 2.1  <u>Trust Indenture Act; Application</u>.  (a) This Guarantee Agreement is subject to the provisions of
the Trust Indenture Act that are required to be part of this Guarantee Agreement and shall, to the extent
applicable, be governed by such provisions.

                  (b)    If and to the extent that any provision of this Guarantee Agreement limits, qualifies or
conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed
duties shall control.

        Section 2.2 <u>List of Holders; Preferential Claims</u>.  (a) The Guarantor shall furnish or cause to be furnished
to the Guarantee Trustee (a) semiannually, on or before June 30 and December 31 of each year, a list, in such
form as the Guarantee Trustee may reasonably require, of the names and addresses of the Holders ("List of
Holders") as of a date not more than 15 days prior to the delivery thereof, and (b) at such other times as the
Guarantee Trustee may request in writing, within 30 days after the receipt by the Guarantor of any such request,
a List of Holders as of a date not more than 15 days prior to the time such list is furnished, in each case to
the extent such information is in the possession or control of the Guarantor and is not identical to a previously
supplied list of Holders or has not otherwise been received by the Guarantee Trustee in its capacity as such. The
Guarantee Trustee may destroy any List of Holders previously given to it on receipt of a new List of Holders.

                  (b)    The Guarantee Trustee shall comply with its obligations under Section 311(a), Section
311(b) and Section 312(b) of the Trust Indenture Act.

        Section 2.3 <u>Reports by the Guarantee Trustee</u>.  Not later than 60 days following May 15 of each year,
commencing May 15, ____, the Guarantee Trustee shall provide to the Holders such reports as are required by
Section 313 of the Trust Indenture Act, if any, in the form and in the manner provided by Section 313 of the
Trust Indenture Act. The Guarantee Trustee shall also comply with the requirements of Section 313(d) of the Trust
Indenture Act.

        Section 2.4 <u>Periodic Reports to the Guarantee Trustee</u>.  The Guarantor shall provide to the Guarantee
Trustee, the Securities and Exchange Commission and the Holders such documents, reports and information, if any,
as required by Section 314 of the Trust Indenture Act and the compliance certificate required by Section 314 of
the Trust Indenture Act, in the form, in the manner and at the times required by Section 314(a)(4) of the Trust
Indenture Act.




Page 4



        Section 2.5 <u>Evidence of Compliance With Conditions Precedent</u>.  The Guarantor shall provide to the Guarantee
Trustee such evidence of compliance with such conditions precedent, if any, provided for in this Guarantee
Agreement that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to such Section 314(c)(1) may be given in the
form of an Officer's Certificate.

        Section 2.6 <u>Events of Default; Waiver</u>.  The Holders of a Majority in Liquidation Amount of the Preferred
Securities may, by vote, on behalf of the Holders, waive any past Event of Default and its consequences. Upon
such waiver, any such Event of Default shall cease to exist, and any Event of Default arising therefrom shall be
deemed to have been cured, for every purpose of this Guarantee Agreement, but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent therefrom.

        Section 2.7 <u>Event of Default; Notice</u>.  (a) The Guarantee Trustee shall, within 90 days after the occurrence
of an Event of Default actually known to the Guarantee Trustee, transmit by mail, first class postage prepaid, to
the Holders, notices of all such Events of Default, unless such defaults have been cured or waived before the
giving of such notice, provided, that, except in the case of a default in the payment of a Guarantee Payment, the
Guarantee Trustee shall be protected in withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or Responsible Officers of the Guarantee Trustee in
good faith determines that the withholding of such notice is in the interests of the Holders.

                  (b)    The Guarantee Trustee shall not be deemed to have knowledge of any Event of Default
unless the Guarantee Trustee shall have received written notice, or a Responsible Officer charged with the
administration of this Guarantee Agreement shall have obtained written notice, of such Event of Default.

        Section 2.8 <u>Conflicting Interests</u>.  The Trust Agreement shall be deemed to be specifically described in
this Guarantee Agreement for the purposes of clause (i) of the first proviso contained in Section 310(b) of the
Trust Indenture Act.

                                                      Article III

                                POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

        Section 3.1 <u>Powers and Duties of the Guarantee Trustee</u>.  (a) This Guarantee Agreement shall be held by the
Guarantee Trustee for the benefit of the Holders, and the Guarantee Trustee shall not transfer this Guarantee
Agreement to any Person except a Holder exercising his or her rights pursuant to Section 5.4(iv) or to a
Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee of its appointment to act as
Successor Guarantee Trustee. The right, title and interest of the Guarantee Trustee shall automatically vest in
any Successor Guarantee Trustee, upon acceptance by such Successor Guarantee Trustee of its appointment
hereunder, and such vesting and cessation of title shall be effective whether or not conveyancing documents have
been executed and delivered pursuant to the appointment of such Successor Guarantee Trustee.




Page 5


                  (b)    If an Event of Default has occurred and is continuing, the Guarantee Trustee shall
enforce this Guarantee Agreement for the benefit of the Holders.

                  (c)    The Guarantee Trustee, before the occurrence of any Event of Default and after the curing
or waiving of all Events of Default that may have occurred, shall undertake to perform only such duties as are
specifically set forth in this Guarantee Agreement, and no implied covenants shall be read into this Guarantee
Agreement against the Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or
waived pursuant to Section 2.6), the Guarantee Trustee shall exercise such of the rights and powers vested in it
by this Guarantee Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent
person would exercise or use under the circumstances in the conduct of his or her own affairs.

                  (d)    No provision of this Guarantee Agreement shall be construed to relieve the Guarantee
Trustee from liability for its own negligent action, its own negligent failure to act or its own willful
misconduct, except that:

                  (i)      prior to the occurrence of any Event of Default and after the curing or waiving of all
         such Events of Default that may have occurred:

                           (A)      the duties and obligations of the Guarantee Trustee shall be determined solely
                  by the express provisions of this Guarantee Agreement, and the Guarantee Trustee shall not be
                  liable except for the performance of such duties and obligations as are specifically set forth
                  in this Guarantee Agreement; and

                           (B)      in the absence of bad faith on the part of the Guarantee Trustee, the
                  Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness
                  of the opinions expressed therein, upon any certificates or opinions furnished to the Guarantee
                  Trustee and conforming to the requirements of this Guarantee Agreement; but in the case of any
                  such certificates or opinions that by any provision hereof or of the Trust Indenture Act are
                  specifically required to be furnished to the Guarantee Trustee, the Guarantee Trustee shall be
                  under a duty to examine the same to determine whether or not they conform to the requirements
                  of this Guarantee Agreement;

                  (ii)     the Guarantee Trustee shall not be liable for any error of judgment made in good faith
         by a Responsible Officer of the Guarantee Trustee, unless it shall be proved that the Guarantee Trustee
         was negligent in ascertaining the pertinent facts upon which such judgment was made;

                  (iii)    the Guarantee Trustee shall not be liable with respect to any action taken or omitted
         to be taken by it in good faith in accordance with the direction of the Holders of not less than a
         Majority in Liquidation Amount of the Preferred Securities relating to the time, method and place of
         conducting any proceeding for any remedy available to the Guarantee Trustee, or exercising any trust or
         power conferred upon the Guarantee Trustee under this Guarantee Agreement; and



Page 6


                  (iv)     no provision of this Guarantee Agreement shall require the Guarantee Trustee to expend
         or risk its own funds or otherwise incur personal financial liability in the performance of any of its
         duties or in the exercise of any of its rights or powers, if the Guarantee Trustee shall have reasonable
         grounds for believing that the repayment of such funds or liability is not reasonably assured to it
         under the terms of this Guarantee Agreement or adequate indemnity satisfactory to it against such risk
         or liability is not reasonably assured to it.

        Section 3.2 <u>Certain Rights of Guarantee Trustee</u>.  (a) Subject to the provisions of Section 3.1:

                  (i)      The Guarantee Trustee may conclusively rely and shall be fully protected in acting or
         refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice,
         request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper
         or document reasonably believed by it to be genuine and to have been signed, sent or presented by the
         proper party or parties.

                  (ii)     Any direction or act of the Guarantor contemplated by this Guarantee Agreement shall
         be sufficiently evidenced by an Officer's Certificate unless otherwise prescribed herein.

                  (iii)    Whenever, in the administration of this Guarantee Agreement, the Guarantee Trustee
         shall deem it desirable that a matter be proved or established before taking, suffering or omitting to
         take any action hereunder, the Guarantee Trustee (unless other evidence is herein specifically
         prescribed) may, in the absence of bad faith on its part, request and conclusively rely upon an
         Officer's Certificate which, upon receipt of such request from the Guarantee Trustee, shall be promptly
         delivered by the Guarantor.

                  (iv)     The Guarantee Trustee may consult with legal counsel, and the written advice or
         opinion of such legal counsel with respect to legal matters shall be full and complete authorization and
         protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith
         and in accordance with such advice or opinion. Such legal counsel may be legal counsel to the Guarantor
         or any of its Affiliates and may be one of its employees. The Guarantee Trustee shall have the right at
         any time to seek instructions concerning the administration of this Guarantee Agreement from any court
         of competent jurisdiction.

                  (v)      The Guarantee Trustee shall be under no obligation to exercise any of the rights or
         powers vested in it by this Guarantee Agreement at the request or direction of any Holder, unless such
         Holder shall have provided to the Guarantee Trustee such adequate security and indemnity satisfactory to
         it, against the costs, expenses (including attorneys' fees and expenses) and liabilities that might be
         incurred by it in complying with such request or direction, including such reasonable advances as may be

Page 7


         requested by the Guarantee Trustee; provided that, nothing contained in this Section 3.2(a)(v) shall be
         taken to relieve the Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to
         exercise the rights and powers vested in it by this Guarantee Agreement.

                  (vi)     The Guarantee Trustee shall not be bound to make any investigation into the facts or
         matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or
         document.

                  (vii)    The Guarantee Trustee may execute any of the trusts or powers hereunder or perform any
         duties hereunder either directly or by or through its agents or attorneys, and the Guarantee Trustee
         shall not be responsible for any misconduct or negligence on the part of any such agent or attorney
         appointed with due care by it hereunder.

                  (viii)   Whenever in the administration of this Guarantee Agreement the Guarantee Trustee shall
         deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any
         other action hereunder, the Guarantee Trustee (A) may request instructions from the Holders, (B) may
         refrain from enforcing such remedy or right or taking such other action until such instructions are
         received, and (C) shall be protected in acting in accordance with such instructions.

                  (b)    No provision of this Guarantee Agreement shall be deemed to impose any duty or obligation
on the Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or
imposed on it in any jurisdiction in which it shall be illegal, or in which the Guarantee Trustee shall be
unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any
such right, power, duty or obligation. No permissive power or authority available to the Guarantee Trustee shall
be construed to be a duty to act in accordance with such power and authority.

        Section 3.3 <u>Indemnity</u>.  The Guarantor agrees to indemnify the Guarantee Trustee and its officers,
directors, employees, representatives and agents for, and to hold it and such persons harmless against, any loss,
liability or expense of whatever kind or nature regardless of their merit, demanded, asserted or claimed against
the Guarantee Trustee and incurred without negligence or bad faith on the part of the Guarantee Trustee, arising
out of or in connection with the acceptance or administration of this Guarantee Agreement, including without
limitation the costs and expenses of defending itself (including reasonable attorneys' and consultants' fees and
expenses) against any claim or liability in connection with the exercise or performance of any of its powers or
duties hereunder. The Guarantee Trustee will not claim or exact any lien or charge on any Guarantee Payments as a
result of any amount due to it under this Guarantee Agreement. The indemnification provided hereunder shall
survive the termination of this Guarantee Agreement and the resignation or removal of the Guarantee Trustee.



Page 8


                                                     Article IV

                                                 GUARANTEE TRUSTEE

        Section 4.1  <u>Guarantee trustee: eligibility</u>.  (a) There shall at all times be a Guarantee Trustee which
shall:

                  (i)      not be an Affiliate of the Guarantor; and

                  (ii)     be a Person that is eligible pursuant to the Trust Indenture Act to act as such and
         has a combined capital and surplus of at least $50,000,000, and shall be a corporation meeting the
         requirements of Section 310(a) of the Trust Indenture Act. If such corporation publishes reports of
         condition at least annually, pursuant to law or to the requirements of the supervising or examining
         authority, then, for the purposes of this Section and to the extent permitted by the Trust Indenture
         Act, the combined capital and surplus of such corporation shall be deemed to be its combined capital and
         surplus as set forth in its most recent report of condition so published.

                  (b)    If at any time the Guarantee Trustee shall cease to be eligible to so act under Section
4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section
4.2(c).

                  (c)    If the Guarantee Trustee has or shall acquire any "conflicting interest" within the
meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor shall in all respects
comply with the provisions of Section 310(b) of the Trust Indenture Act.

        Section 4.2  <u>Appointment, Removal and Resignation of the Guarantee Trustee</u>. (a) Subject to Section 4.2(b),
the Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor.

                  (b)    The Guarantee Trustee shall not be removed until a Successor Guarantee Trustee has been
appointed and has accepted such appointment by written instrument executed by such Successor Guarantee Trustee
and delivered to the Guarantor.

                  (c)    The Guarantee Trustee appointed hereunder shall hold office until a Successor Guarantee
Trustee shall have been appointed or until its removal or resignation. The Guarantee Trustee may resign from
office (without need for prior or subsequent accounting) by an instrument in writing executed by the Guarantee
Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Guarantee
Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor
Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee Trustee.


Page 9


                  (d)    If no Successor Guarantee Trustee shall have been appointed and accepted appointment as
provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of resignation, the
resigning Guarantee Trustee may petition, at the expense of the Guarantor, any court of competent jurisdiction
for appointment of a Successor Guarantee Trustee. Such court may thereupon, after prescribing such notice, if
any, as it may deem proper, appoint a Successor Guarantee Trustee.

                                                     Article V

                                                     GUARANTEE

        Section 5.1  <u>Guarantee</u>. The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders
the Guarantee Payments (without duplication of amounts theretofore paid by or on behalf of the Issuer), as and
when due, regardless of any defense, right of set-off or counterclaim which the Issuer may have or assert. The
Guarantor's obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by
the Guarantor to the Holders or by causing the Issuer to pay such amounts to the Holders.

        Section 5.2  <u>Waiver of Notice and Demand</u>.  The Guarantor hereby waives notice of acceptance of this
Guarantee Agreement and of any liability to which it applies or may apply, presentment, demand for payment, any
right to require a proceeding first against the Guarantee Trustee, Issuer or any other Person before proceeding
against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other
notices and demands.

        Section 5.3  <u>Obligations Not Affected</u>.  The obligations, covenants, agreements and duties of the Guarantor
under this Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to
time of any of the following:

                  (a)    the release or waiver, by operation of law or otherwise, of the performance or observance
by the Issuer of any express or implied agreement, covenant, term or condition relating to the Preferred
Securities to be performed or observed by the Issuer;

                  (b)    the extension of time for the payment by the Issuer of all or any portion of the
Distributions (other than an extension of time for payment of Distributions that results from the extension of
any interest payment period on the Notes as provided in the Indenture), Redemption Price, Liquidation
Distribution or any other sums payable under the terms of the Preferred Securities or the extension of time for
the performance of any other obligation under, arising out of, or in connection with, the Preferred Securities;

                  (c)    any failure, omission, delay or lack of diligence on the part of the Holders or the
Guarantee Trustee to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders
pursuant to the terms of the Preferred Securities, or any action on the part of the Issuer granting indulgence or
extension of any kind;



Page 10


                  (d)    the voluntary or involuntary liquidation, dissolution, sale of any collateral,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement,
composition or readjustment of debt of, or other similar proceedings affecting, the Issuer or any of the assets
of the Issuer;

                  (e)    any invalidity of, or defect or deficiency in, the Preferred Securities;

                  (f)    the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or

                  (g)    any other circumstance whatsoever that might otherwise constitute a legal or equitable
discharge or defense of a guarantor, it being the intent of this Section 5.3 that the obligations of the
Guarantor hereunder shall be absolute and unconditional under any and all circumstances.

                  There shall be no obligation of the Holders to give notice to, or obtain the consent of, the
Guarantor with respect to the happening of any of the foregoing.

        Section 5.4  <u>Rights of Holders</u>.  The Guarantor expressly acknowledges that: (i) this Guarantee Agreement
will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee
Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) the Holders of a
Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee
Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement;
and (iv) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under
this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer
or any other Person.

        Section 5.5  <u>Guarantee of Payment</u>.  This Guarantee Agreement creates a guarantee of payment and not of
performance or collection. This Guarantee Agreement will not be discharged except by payment of the Guarantee
Payments in full (without duplication of amounts theretofore paid by the Issuer) or upon distribution of Shares
to Holders as provided in the Trust Agreement.

        Section 5.6  <u>Subrogation</u>.  The Guarantor shall be subrogated to all (if any) rights of the Holders against
the Issuer, in respect of any amounts paid to the Holders by the Guarantor under this Guarantee Agreement, and
shall have the right to waive payment by the Issuer pursuant to Section 5.1; provided, however, that the
Guarantor shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or
exercise any rights which it may acquire against the Issuer by way of subrogation or any indemnity, reimbursement
or other agreement, in all cases as a result of payment under this Guarantee Agreement, if, at the time of any
such payment, any amounts are due and unpaid under this Guarantee Agreement. If any amount shall be paid to the
Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the
Holders and to pay over such amount to the Holders.



Page 11


        Section 5.7  <u>Independent Obligations</u>.  The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Issuer with respect to the Preferred Securities and that the Guarantor
shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this
Guarantee Agreement notwithstanding the occurrence of any event referred to in subsections (a) through (g),
inclusive, of Section 5.3 hereof.

                                                   ARTICLE VI

                                            COVENANTS AND SUBORDINATION

        Section 6.1  <u>Subordination</u>.  The obligations of the Guarantor under this Guarantee Agreement will constitute
unsecured obligations of the Guarantor and will rank subordinate and junior in right of payment to all other
liabilities of the Guarantor except those made pari passu or subordinate to such obligations expressly by their
terms.

        Section 6.2  <u>Pari Passu Guarantees</u>.  The obligations of the Guarantor under this Guarantee Agreement shall
rank pari passu with the obligations of the Guarantor under any similar Guarantee Agreements issued by the
Guarantor on behalf of the holders of preferred securities issued by any other trusts established by Edison
International or its Affiliates.

                                                    ARTICLE VII

                                                    TERMINATION

        Section 7.1  <u>Termination</u>.  This Guarantee Agreement shall terminate and be of no further force and effect
upon (i) full payment of the Redemption Price of all Preferred Securities, (ii) the distribution of Shares to the
Holders in exchange for all of the Preferred Securities or (iii) full payment of the amounts payable in
accordance with the Trust Agreement upon liquidation of the Issuer. Notwithstanding the foregoing, this Guarantee
Agreement will continue to be effective or will be reinstated, as the case may be, if at any time any Holder must
restore payment of any sums paid with respect to Preferred Securities or this Guarantee Agreement.



Page 12



                                                   ARTICLE VIII

                                                   MISCELLANEOUS

        Section 8.1  <u>Successors and Assigns</u>.  All guarantees and agreements contained in this Guarantee Agreement
shall bind the successors, assigns, receivers, trustees and representatives of the Guarantor and shall inure to
the benefit of the Holders of the Preferred Securities from time to time outstanding. Except in connection with a
consolidation, merger or sale involving the Guarantor that is permitted under Article VIII of the Indenture and
pursuant to which the successor or assignee agrees in writing to perform the Guarantor's obligations hereunder,
the Guarantor shall not assign its obligations hereunder.

        Section 8.2  <u>Amendments</u>.  Except with respect to any changes which do not adversely affect the rights of the
Holders in any material respect (in which case no consent of the Holders will be required), this Guarantee
Agreement may only be amended with the prior written approval of the Holders of a Majority in Liquidation Amount
of Preferred Securities. The provisions of Article VI of the Trust Agreement concerning meetings of the Holders
shall apply to the giving of such approval.

        Section 8.3  <u>Notices</u>.  Any notice, request or other communication required or permitted to be given
hereunder shall be in writing, duly signed by the party giving such notice, and delivered, telecopied or mailed
by first class mail as follows:

                  (a)    if given to the Guarantor, to the address set forth below or such other address,
facsimile number or to the attention of such other Person as the Guarantor may give notice to the Holders:

                  Southern California Edison Company
                  2244 Walnut Grove Avenue
                  Rosemead, California 91770

                  Facsimile No.:  626-302-2662
                  Attention:  Corporate Secretary

                  (b)    if given to the Issuer, in care of the Guarantee Trustee, at the Issuer's (and the
Guarantee Trustee's) respective addresses set forth below or such other address as the Guarantee Trustee on
behalf of the Issuer may give notice to the Holders:

                  SCE Trust [__]
                  2244 Walnut Grove Avenue
                  Rosemead, California 91770

                  Facsimile No.:  626-302-1930
                  Attention:  Corporate Governance



Page 13


                  with a copy to:

                  JPMorgan Chase Bank, N.A.
                  4 New York Plaza, 15th Floor
                  New York, New York 10004
                  Facsimile No.:  212-623-6216
                  Attention:  Institutional Trust Services

                  (c)    if given to the Guarantee Trustee, at the Guarantee Trustee's address set forth below or
such other address as the Guarantee Trustee may give notice to the Holders:

                  JPMorgan Chase Bank, N.A.
                  4 New York Plaza, 15th Floor
                  New York, New York 10004
                  Facsimile No.:  212-623-6216
                  Attention:  Institutional Trust Services

                   (d)   if given to any Holder, at the address set forth on the books and records of the Issuer.

                  All notices hereunder shall be deemed to have been given when received in person, telecopied
with receipt confirmed, or mailed by first class mail, postage prepaid, except that if a notice or other document
is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice
or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver.

        Section 8.4  <u>benefit</u>.  This Guarantee Agreement is solely for the benefit of the Holders and is not
separately transferable from the Preferred Securities.

        Section 8.5  <u>Interpretation</u>.  In this Guarantee Agreement, unless the context otherwise requires:

                  (a)    capitalized terms used in this Guarantee Agreement but not defined in the preamble hereto
have the respective meanings assigned to them in Section 1.1;

                  (b)    a term defined anywhere in this Guarantee Agreement has the same meaning throughout;

                  (c)    all references to "the Guarantee Agreement" or "this Guarantee Agreement" are to this
Guarantee Agreement as modified, supplemented or amended from time to time;

                  (d)    all references in this Guarantee Agreement to Articles and Sections are to Articles and
Sections of this Guarantee Agreement unless otherwise specified;



Page 14


                  (e)    a term defined in the Trust Indenture Act has the same meaning when used in this
Guarantee Agreement unless otherwise defined in this Guarantee Agreement or unless the context otherwise requires;

                  (f)    a reference to the singular includes the plural and vice versa; and

                  (g)    the masculine, feminine or neuter genders used herein shall include the masculine,
feminine and neuter genders.

        Section 8.6  <u>Governing Law</u>.  THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF,
EXCEPT THAT THE RIGHTS, DUTIES, IMMUNITIES AND INDEMNITIES OF THE GUARANTEE TRUSTEE SHALL BE GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK.



Page 15

                  This instrument may be executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

                  THIS GUARANTEE AGREEMENT is executed as of the day and year first above written.

                                             SOUTHERN CALIFORNIA EDISON COMPANY


                                             By:_______________________________
                                                  Name:
                                                  Title:



                                             JPMORGAN CHASE BANK, N.A.
                                                  as Guarantee Trustee


                                             By:_______________________________
                                                  Name:
                                                  Title:


</PRE>
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</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>8
<FILENAME>ex51s31204.htm
<DESCRIPTION>OPINION OF KSTEWART RE LEGALITY OF SECURITIES
<TEXT>
<HTML>
<HEAD>
<TITLE>
Opinion of Kenneth S. Stewart as to legality of securities being registered</TITLE>
</HEAD>
<BODY>
<PRE>
SOUTHERN CALIFORNIA EDISON
COMPANY LOGO





                                                 December 13, 2004


Southern California Edison Company
2244 Walnut Grove Avenue
Rosemead, California 91770

                        Re:  <U>Registration Statement on Form S-3 of Southern California</u>
                             <u>Edison Company, SCE Trust I, SCE Trust II and SCE Trust III</U>

Ladies and Gentlemen:

                  I am an Assistant General Counsel of Southern California Edison Company, a California
corporation ("Edison").  In connection with the registration statement on Form S-3 filed on December 13, 2004
(the "Registration Statement") by Edison, SCE Trust I, a Delaware statutory trust, and SCE Trust II, a Delaware
statutory trust, and SCE Trust III, a Delaware statutory trust (each a "Trust," and collectively with Edison, the
"Registrants"), with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933,
as amended (the "Securities Act"), you have requested my opinion with respect to the matters set forth below.

                  I have reviewed the prospectus (the "Prospectus") which is a part of the Registration
Statement.  The Prospectus provides that it will be supplemented in the future by one or more supplements to the
Prospectus (each a "Prospectus Supplement").  The Prospectus, as supplemented by various Prospectus Supplements,
will provide for the registration of up to $3,225,000,000 aggregate offering price of (i) one or more series of
unsecured senior or subordinated debt securities (the "Debt Securities"), which may be issued by Edison,
(ii) shares of preferred stock (the "Preferred Stock"), which may be issued by Edison, (iii) preferred securities
(the "Preferred Securities"), which may be issued by each Trust pursuant to its respective Amended and Restated
Trust Agreement (each an "Amended Trust Agreement"), and (iv) guarantees of the Preferred Securities (the
"Preferred Securities Guarantees"), which may be issued by Edison pursuant to one or more guarantee agreements
(each a "Guarantee Agreement").  The Debt Securities, the Preferred Stock and the Preferred Securities Guarantees
are collectively referred to herein as the "Securities."  The Debt Securities may be issued pursuant to one or
more indentures and one or more supplements thereto (collectively, the "Indentures"), in each case between Edison
and a trustee (each, a "Trustee").

                  In my capacity as Assistant General Counsel, I am generally familiar with the proceedings taken
and proposed to be taken by the Registrants for the authorization and issuance of the Securities.  For purposes
of this opinion, I have assumed that those proceedings will be properly completed, in accordance with all
requirements of applicable federal, Delaware and California laws, in the manner presently proposed.





Southern California Edison Company
December 13, 2004
Page 2


                  I have made legal and factual examinations and inquiries, including an examination of originals
and copies certified or otherwise identified to my satisfaction, of the documents, corporation records and
instruments of the Registrants that I have deemed necessary or appropriate for purposes of this opinion.  In my
examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me
as originals, and the conformity to authentic original documents of all documents submitted to me as copies.

                  I have been furnished with, and with your consent have exclusively relied upon, certificates of
officers of Edison as to certain factual matters.  In addition, I have obtained and relied upon certificates and
assurances from public officials that I have deemed necessary.

                  I am opining herein as to the effect on the subject transaction only of the federal securities
laws of the United States and the internal laws of the State of California, and I express no opinion as to the
applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of
municipal law or the laws of any local agencies within any state.

                  Subject to the foregoing and the other qualifications set forth herein, it is my opinion that,
as of the date hereof:

                  1.       When (a) the Debt Securities have been duly established in accordance with the terms
of the applicable Indentures (including, without limitation, the adoption by the Board of Directors of Edison or
an authorized officer of any necessary further resolutions duly authorizing the issuance and delivery of the Debt
Securities), duly authenticated by the Trustee and duly executed and delivered on behalf of Edison against
payment therefor in accordance with the terms and provisions of the applicable Indenture and as contemplated by
the Registration Statement, the Prospectus and the related Prospectus Supplement(s) and (b) each of the
Registration Statement and any required post-effective amendment thereto have all become effective under the
Securities Act, and assuming that (w) the terms of the Debt Securities as executed and delivered are as described
in the Registration Statement, the Prospectus and the related Prospectus Supplement(s), (x) the Debt Securities
as executed and delivered do not violate any law applicable to Edison or result in a default under or breach of
any agreement or instrument binding upon Edison, (y) the Debt Securities as executed and delivered comply with
all requirements and restrictions, if any, applicable to Edison, whether imposed by any court or governmental or
regulatory body having jurisdiction over Edison, and (z) the Debt Securities are then issued and sold as
contemplated in the Registration Statement, the Prospectus and the related Prospectus Supplement(s), the Debt
Securities will constitute valid and legally binding obligations of Edison enforceable against Edison in
accordance with the terms of the Debt Securities.

                  2.       With respect to the Preferred Securities Guarantees, when (i) the trustees of the
applicable Trust have taken all necessary action to adopt the Amended Trust Agreement and to fix and determine
the terms of the applicable Preferred Securities in accordance with the terms of the applicable Amended Trust
Agreement; (ii) the appropriate officers of Edison have



Southern California Edison Company
December 13, 2004
Page 3


taken all necessary action to fix and determine the terms of the applicable Preferred
Securities Guarantees in accordance with the resolutions adopted by the Board of Directors of Edison relating to
the issuance and delivery of the Preferred Securities Guarantees; (iii) the terms of the applicable Preferred
Securities and the related Preferred Securities Guarantee and the issuance and sale thereof have been duly
established in conformity with the applicable Amended Trust Agreement and applicable Guarantee Agreement,
respectively, so as not to violate any applicable law, the applicable Certificate of Trust, Trust Agreement and
Amended Trust Agreement, and the Articles of Incorporation and Bylaws of Edison, or result in a default under or
breach of any agreement or instrument binding upon the applicable Trust or Edison; (iv) the Guarantee Agreement
has been duly executed and delivered; (v) the applicable Preferred Securities have been duly issued and delivered
by the applicable Trust as contemplated by the Registration Statement and the Prospectus Supplement(s) relating
thereto; (vi) certificates representing the applicable Preferred Securities have been manually authenticated by
an authorized officer of the applicable Property Trustee (as defined in the applicable Amended Trust Agreement)
for the applicable Preferred Securities and registered by such Property Trustee and delivered to the purchasers
thereof; (vii) the applicable Trust receives the agreed-upon consideration therefor, and (viii) the Guarantee
Agreement has been qualified under the Trust Indenture Act of 1939, as amended, the applicable Preferred
Securities Guarantee will be a valid and binding obligation of Edison enforceable in accordance with its terms.

                  3.       Edison has the authority pursuant to its Articles of Incorporation to issue up to
36,000,000 shares of Preferred Stock, comprising 24,000,000 shares of Cumulative Preferred Stock, with a par
value of $25 per share, and 12,000,000 shares of $100 Cumulative Preferred Stock, with a par value of $100 per
share.  Upon adoption by the Board of Directors of Edison of any necessary further resolutions and filing of any
necessary certificates of determination, in form and content as required by applicable law, and upon issuance and
delivery of and payment for such shares in the manner contemplated by the Registration Statement, the Prospectus
and the related Prospectus Supplement(s) and by such resolutions, such shares of Preferred Stock will be validly
issued, fully paid and nonassessable.

                  The opinions set forth in paragraphs 1 through 3 above are subject to the following exceptions,
limitations and qualifications:  (i) the effect of bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors; (ii) the
effect of general principles of equity, including without limitation, concepts of materiality, reasonableness,
good faith and fair dealing and the possible unavailability of specific performance or injunctive relief,
regardless of whether enforcement is considered in a proceeding in equity or at law, and the discretion of the
court before which any proceeding therefor may be brought; (iii) the unenforceability under certain circumstances
under law or court decisions of provisions providing for the indemnification of, or contribution to, a party with
respect to a liability where such indemnification or contribution is contrary to public policy; (iv) the effect
of requirements that a claim with respect to any Preferred Securities Guarantee denominated other than in United
States dollars (or a judgment denominated other than in United States dollars in respect of such claim) be
converted into





Southern California Edison Company
December 13, 2004
Page 4

United States dollars at a rate of exchange prevailing on a date determined pursuant to
applicable law; and (v) the effect of governmental authority to limit, delay or prohibit the making of payments
outside the United States or in a foreign currency, composite currency or current unit.  In addition,  I express
no opinion concerning the enforceability of any waiver of rights or defenses with respect to stay, extension or
usury laws, or with respect to whether acceleration of Debt Securities may affect the collectibility of any
portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon.

                  I have assumed for purposes of this opinion that (i) the applicable Indenture constitutes the
legally valid, binding and enforceable obligation of Edison, enforceable against International in accordance with
its terms; (ii) the Trustee for each Indenture is duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization; (iii) the Trustee is duly qualified to engage in the activities
contemplated by the applicable Indenture; (iv) the applicable Indenture has been duly authorized, executed and
delivered by the Trustee and constitutes a legally valid, binding and enforceable obligation of the Trustee,
enforceable against the Trustee in accordance with its terms; (v) the Trustee is in compliance, generally and
with respect to acting as Trustee under the applicable Indenture, with all applicable laws and regulations; and
(vi) the Trustee has the requisite organizational and legal power and authority to perform its obligations under
the applicable Indenture.

                  I consent to your filing this opinion as an exhibit to the Registration Statement and to the
reference to me under the caption "Validity of the Securities and Preferred Securities Guarantees" in the
Prospectus included therein.

                                                     Very truly yours,


                                                     /s/ Kenneth S. Stewart
                                                     --------------------------
                                                     Kenneth S. Stewart
                                                     Assistant General Counsel

</PRE>
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</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.2
<SEQUENCE>9
<FILENAME>ex52s31204.htm
<DESCRIPTION>OPINION OF RLF RE SCE TRUSTS I, II, III
<TEXT>
<HTML>
<HEAD>
<TITLE>
Opinion of Richards, Layton &amp; Finger
</TITLE>
</HEAD>
<BODY>
<PRE>
                                     [LETTERHEAD OF RICHARDS, LAYTON &amp; FINGER, P.A.]



                                                    December 13, 2004



To Each of the Persons Listed
  on Schedule A Attached Hereto

                  Re:      SCE Trust I, SCE Trust II and SCE Trust III
                           -------------------------------------------

Ladies and Gentlemen:

                  We have acted as  special  Delaware  counsel  for  Southern  California  Edison  Company,  a  California
corporation  (the  "Company"),  SCE Trust I, a Delaware  statutory  trust ("Trust I"), SCE Trust II, a Delaware  statutory
trust  ("Trust II") and SCE Trust III, a Delaware  statutory  trust  ("Trust III" and together  with Trust I and Trust II,
the "Trusts") in connection with the matters set forth herein.  At your request, this opinion is being furnished to you.

                  For  purposes of giving the opinions  hereinafter  set forth,  our  examination  of  documents  has been
limited to the examination of originals or copies of the following:

(a)      The  Certificate  of Trust of Trust I, dated  August 22, 2000 (the  "Original  Trust I  Certificate"),  as
filed in the office of the Secretary of State of the State of Delaware (the "Secretary of State") on August 22, 2000;

(b)      The Trust  Agreement of Trust I, dated as of August 22, 2000,  among the Company and the trustees of Trust
I named therein,  as amended by the Amendment to Trust Agreement  relating  thereto,  dated as of December 8, 2004,  among
the Company and the trustees of Trust I named therein;

(c)      The  Certificate of Amendment  Pursuant to 3807(e) of the Delaware  Business Trust Act,  relating to Trust
I, as filed in the office of the Secretary of State on July 9, 2001 (together  with the Original Trust I Certificate,  the
"Trust I Certificate");

(d)      The  Certificate of Trust of Trust II, dated August 22, 2000 (the  "Original  Trust II  Certificate"),  as
filed in the office of the Secretary of State on August 22, 2000;







To Each of the Persons Listed
  on Schedule A Attached Hereto
December 13, 2004
Page 2


(e)      The Trust  Agreement  of Trust II,  dated as of August 22,  2000,  among the Company  and the  trustees of
Trust II named therein,  as amended by the Amendment to Trust Agreement  relating  thereto,  dated as of December 8, 2004,
among the Company and the trustees of Trust II named therein;

(f)      The  Certificate of Amendment  Pursuant to 3807(e) of the Delaware  Business Trust Act,  relating to Trust
II, as filed in the office of the Secretary of State on July 9, 2001  (together  with the Original  Trust II  Certificate,
the "Trust II Certificate");

(g)      The Certificate of Trust of Trust III, dated December 8, 2004 (the "Trust III  Certificate"),  as filed in
the office of the Secretary of State on December 8, 2004;

(h)      The Trust  Agreement  of Trust III,  dated as of December 8, 2004,  among the Company and the  trustees of
Trust III named therein;

(i)      A form of Amended and  Restated  Trust  Agreement  for each of the Trusts  (including  Exhibits A, B and D
thereto)  relating to the purchase of a series of the Company's  subordinated  debt securities by the respective Trusts (a
"Trust Agreement  Relating to Subordinated Debt  Securities"),  to be entered into among the Company,  the trustees of the
respective Trust named therein,  and the holders,  from time to time, of undivided  beneficial  interests in the assets of
the respective Trust, incorporated by reference in the Registration Statement (as defined below);

(j)      A form of Amended and  Restated  Trust  Agreement  for each of the Trusts  (including  Exhibits A, B and D
thereto)  relating  to the  purchase  of a series of the  Company's  preferred  stock by the  respective  Trusts (a "Trust
Agreement  Relating to  Preferred  Stock"),  to be entered into among the Company,  the trustees of the  respective  Trust
named  therein,  and the holders,  from time to time, of undivided  beneficial  interests in the assets of the  respective
Trust, attached as an exhibit to the Registration Statement;

(k)      The  Registration  Statement  on Form S-3 (the  "Registration  Statement"),  including a  prospectus  (the
"Prospectus"),  relating to the preferred securities of Trust I, representing undivided beneficial interests in the assets
of Trust I (each, a "Trust I Preferred  Security" and  collectively,  the "Trust I Preferred  Securities"),  the preferred
securities  of Trust II,  representing  undivided  beneficial  interests  in the  assets  of Trust II  (each,  a "Trust II
Preferred Security" and collectively,  the "Trust II Preferred  Securities"),  and the preferred  securities of Trust III,
representing  undivided  beneficial  interests  in the assets of Trust III (each,  a "Trust III  Preferred  Security"  and
collectively,  the "Trust III Preferred Securities"),  as proposed to be filed by the Company, Trust I, Trust II and Trust
III with the Securities and Exchange Commission on or about December 13, 2004;


To Each of the Persons Listed
  on Schedule A Attached Hereto
December 13, 2004
Page 3


(l)      A Certificate of Good Standing for Trust I obtained from the Secretary of State on December 10, 2004;

(m)      A  Certificate  of Good  Standing for Trust II obtained  from the Secretary of State on December 10, 2004;
and

(n)      A Certificate of Good Standing for Trust III obtained from the Secretary of State on December 10, 2004.

                  Trust I, Trust II and Trust III are  sometimes  individually  referred to herein as a "Trust." The Trust
I Certificate, the Trust II Certificate and the Trust III Certificate are collectively referred to as the "Certificates."

                  For purposes of this  opinion,  we have not reviewed any documents  other than the  documents  listed in
paragraphs (a) through (n) above.  In particular,  we have not reviewed any document  (other than the documents  listed in
paragraphs  (a) through (n) above) that is referred to in or  incorporated  by reference  into the  documents  reviewed by
us. We have assumed that there exists no provision in any document  that we have not reviewed  that is  inconsistent  with
the opinions  stated  herein.  We have conducted no independent  factual  investigation  of our own but rather have relied
solely upon the foregoing  documents,  the statements and information set forth therein and the additional matters recited
or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

                  With respect to all  documents  examined by us, we have assumed (i) the  authenticity  of all  documents
submitted to us as authentic  originals,  (ii) the  conformity  with the  originals  of all  documents  submitted to us as
copies or forms, and (iii) the genuineness of all signatures.

                  For purposes of this opinion,  we have assumed (i) that the governing  instrument of Trust I is either a
duly completed Trust Agreement  Relating to Subordinated  Debt Securities or a duly completed Trust Agreement  Relating to
Preferred  Stock (in either case,  the "Relevant  Trust I Agreement"),  (ii) that the governing  instrument of Trust II is
either a duly completed  Trust  Agreement  Relating to  Subordinated  Debt  Securities or a duly completed Trust Agreement
Relating to Preferred Stock (in either case, the "Relevant Trust II Agreement"),  and (iii) that the governing  instrument
of Trust III is either a duly completed  Trust  Agreement  Relating to  Subordinated  Debt  Securities or a duly completed
Trust Agreement  Relating to Preferred Stock (in either case, the "Relevant Trust III Agreement"),  (iv) that the Relevant
Trust I Agreement,  the Relevant  Trust II Agreement,  the Relevant  Trust III Agreement and each  Certificate  is in full
force and effect and has not




To Each of the Persons Listed
  on Schedule A Attached Hereto
December 13, 2004
Page 4



been  amended,  (v) except to the extent  provided  in  paragraph  1 below,  that each of the
parties to the  documents  examined by us has been duly created,  organized or formed,  as the case may be, and is validly
existing in good standing under the laws of the jurisdiction governing its creation,  organization or formation,  (vi) the
legal  capacity of each natural  person is a signatory to the documents  examined by us, (vii) that each of the parties to
the documents  examined by us has the power and authority to execute and deliver,  and to perform its  obligations  under,
such  documents,  (viii)  that each of the  parties to the  documents  examined by us has duly  authorized,  executed  and
delivered such documents,  (ix) the receipt by each person or entity to whom a Trust I Preferred  Security is to be issued
by Trust I (collectively,  the "Trust I Preferred Security Holders") of a Preferred Securities  Certificate (as defined in
the Relevant  Trust I  Agreement)  for the Trust I Preferred  Security and the payment for the Trust I Preferred  Security
acquired by it, in accordance  with the Relevant  Trust I Agreement  and the  Registration  Statement,  (x) the receipt by
each  person or entity to whom a Trust II  Preferred  Security  is to be issued by Trust II  (collectively,  the "Trust II
Preferred  Security  Holders") of a Preferred  Securities  Certificate (as defined in the Relevant Trust II Agreement) for
the Trust II Preferred  Security and the payment for the Trust II Preferred  Security  acquired by it, in accordance  with
the  Relevant  Trust II  Agreement  and the  Registration  Statement,  (xi) the receipt by each person or entity to whom a
Trust III Preferred  Security is to be issued by Trust III  (collectively,  the "Trust III Preferred Security Holders") of
a Preferred  Securities  Certificate (as defined in the Relevant Trust III Agreement) for the Trust III Preferred Security
and the payment for the Trust III Preferred  Security  acquired by it, in accordance with the Relevant Trust III Agreement
and the Registration  Statement,  (xii) that the Trust I Preferred Securities are issued and sold to the Trust I Preferred
Security Holders in accordance with the Relevant Trust I Agreement and the Registration  Statement,  (xiii) that the Trust
II Preferred  Securities are issued and sold to the Trust II Preferred  Security  Holders in accordance  with the Relevant
Trust II Agreement and the Registration  Statement,  and (xiv) that the Trust III Preferred Securities are issued and sold
to the Trust III Preferred  Security  Holders in  accordance  with the Relevant  Trust III Agreement and the  Registration
Statement.  We have not participated in the preparation of the  Registration  Statement and assume no  responsibility  for
its contents.

                  This  opinion is limited to the laws of the State of  Delaware  (excluding  the  securities  laws of the
State of Delaware),  and we have not  considered and express no opinion on the laws of any other  jurisdiction,  including
federal laws and rules and  regulations  relating  thereto.  Our opinions are rendered  only with respect to Delaware laws
and rules, regulations and orders thereunder that are currently in effect.



To Each of the Persons Listed
  on Schedule A Attached Hereto
December 13, 2004
Page 5



                  Based upon the  foregoing,  and upon our  examination of such questions of law and statutes of the State
of Delaware as we have considered necessary or appropriate,  and subject to the assumptions,  qualifications,  limitations
and exceptions set forth herein, we are of the opinion that:

1.       Trust I has been duly  created  and is validly  existing in good  standing as a statutory  trust under the
Delaware  Statutory  Trust Act (12 <u>Del. C.</u> ss.3801, <u>et seq.</u>) (the  "Statutory  Trust Act").  Trust II has been duly created
and is validly  existing in good  standing as a statutory  trust under the  Statutory  Trust Act.  Trust III has been duly
created and is validly existing in good standing as a statutory trust under the Statutory Trust Act.

2.       The Trust I Preferred  Securities will represent  valid and,  subject to the  qualifications  set forth in
paragraph 3 below,  fully paid and  nonassessable  undivided  beneficial  interests in the assets of Trust I. The Trust II
Preferred  Securities will represent valid and, subject to the  qualifications  set forth in paragraph 3 below, fully paid
and  nonassessable  undivided  beneficial  interests in the assets of Trust II. The Trust III  Preferred  Securities  will
represent  valid  and,  subject  to the  qualifications  set forth in  paragraph  3 below,  fully  paid and  nonassessable
undivided beneficial interests in the assets of Trust III.

3.       The Trust I Preferred  Security  Holders,  as  beneficial  owners of Trust I, will be entitled to the same
limitation of personal liability  extended to stockholders of private  corporations for profit organized under the General
Corporation  Law of the State of Delaware.  We note that the Trust I Preferred  Security  Holders may be obligated to make
payments as set forth in the Relevant Trust I Agreement.  The Trust II Preferred  Security  Holders,  as beneficial owners
of Trust II,  will be  entitled  to the same  limitation  of  personal  liability  extended  to  stockholders  of  private
corporations  for profit organized under the General  Corporation Law of the State of Delaware.  We note that the Trust II
Preferred  Security  Holders may be obligated to make payments as set forth in the Relevant Trust II Agreement.  The Trust
III Preferred  Security  Holders,  as beneficial  owners of Trust III, will be entitled to the same limitation of personal
liability extended to stockholders of private  corporations for profit organized under the General  Corporation Law of the
State of Delaware.  We note that the Trust III Preferred  Security  Holders may be obligated to make payments as set forth
in the Relevant Trust III Agreement.




To Each of the Persons Listed
  on Schedule A Attached Hereto
December 13, 2004
Page 6



                  We consent to the filing of this opinion with the  Securities  and Exchange  Commission as an exhibit to
the  Registration  Statement.  In addition,  we hereby  consent to the use of our name under the heading  "Validity of the
Securities and Preferred  Securities  Guarantees" in the Prospectus.  In giving the foregoing consents,  we do not thereby
admit that we come  within the  category  of  persons  or  entities  whose  consent  is  required  under  Section 7 of the
Securities Act of 1933, as amended,  or the rules and  regulations of the Securities and Exchange  Commission  thereunder.
Except as stated  above,  without our prior  written  consent,  this  opinion may not be furnished or quoted to, or relied
upon by, any other person or entity for any purpose.

                                                     Very truly yours,



                                                     /s/Richards, Layton &amp; Finger, P.A.




                                                        SCHEDULE A
                                                        ----------

SCE Trust I
2244 Walnut Grove Avenue
Rosemead, California 91770

SCE Trust II
2244 Walnut Grove Avenue
Rosemead, California 91770

SCE Trust III
2244 Walnut Grove Avenue
Rosemead, California 91770

</PRE>
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</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>10
<FILENAME>ex121s31204.htm
<DESCRIPTION>COMP OF RATIOS TO FIXED EARNINGS & PREF STOCK DIV
<TEXT>
<HTML>
<HEAD>
<TITLE>
Ratios of Earnings to Fixed Charges and Preferred and Preference Stock</TITLE>
</HEAD>
<BODY>
<PRE>
                                   SOUTHERN CALIFORNIA EDISON COMPANY AND CONSOLIDATED UTILITY-RELATED SUBSIDIARIES
                                       RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED AND PREFERENCE STOCK
                                                               (Thousands of Dollars)




- -----------------------------------------------------------------------------------------------------------  9 Months    9 Months
                                                                                                              Ended       Ended
                                                                      Year Ended December 31,                Sept. 30,   Sept. 30,
                                                    1999       2000        2001         2002        2003       2003        2004
- ------------------------------------------------------------------------------------------------------------------------------------
EARNINGS BEFORE INCOME TAXES
  AND FIXED CHARGES:
Income before interest expense (1)            $  992,354   $(1,456,584) $ 3,192,815   $1,831,335  $1,339,147 $1,055,561  $  914,090
Add:
  Taxes on income (2)                            438,006    (1,021,452)   1,658,033      641,786     388,120    443,602     397,902
  Rentals (3)                                      1,901        2,905        2,128        1,240         638        471         536
  Allocable portion of interest
     on long-term Contracts for
      the purchase of power (4)                    1,735        1,699        1,659        1,616       1,568      1,181       1,142
  Amortization of previously capitalized
      fixed charges                                1,508        1,390        1,083        1,440       1,638      1,215       1,155
- ------------------------------------------------------------------------------------------------------------------------------------
Total earnings before income
  taxes and fixed charges (A)                 $1,435,504  $(2,472,042) $ 4,855,718   $2,477,417  $1,731,111 $1,502,030  $1,314,825
==================================================================================================================================


FIXED CHARGES:
  Interest and amortization                   $  482,933   $  571,760  $   784,858   $  584,442  $  451,792 $  343,646  $  302,620
  Rentals (3)                                      1,901        2,905        2,128        1,240         638        471         536
  Capitalized fixed charges -
      nuclear fuel (5)                             1,211        1,538          756          520          97          -         570
  Allocable portion of interest on
      long-term contracts for
      the purchase of power (4)                    1,735        1,699        1,659        1,616       1,568      1,181       1,142
  Preferred and preference stock dividend
      requirements - pre-tax basis                41,753       33,754       37,907       29,119      22,262     18,564      19,364
- ----------------------------------------------------------------------------------------------------------------------------------
Total Fixed charges (B)                       $  529,533   $  611,656  $   827,308   $  616,937  $  476,357  $ 363,862  $  324,232
==================================================================================================================================

RATIO OF EARNINGS TO
  FIXED CHARGES (A) / (B):                          2.71     (4.04)(6)        5.87         4.02        3.63      4.13        4.06
==================================================================================================================================


(1)   Includes allowance for funds used during construction and accrual of unbilled revenue.
(2)   Includes allocation of federal income and state franchise taxes to other income.
(3)   Rentals include the interest factor relating to certain significant rentals plus
      one-third of all remaining annual rentals.
(4)   Allocable portion of interest included in annual minimum debt service requirement of supplier.
(5)   Includes fixed charges associated with Nuclear Fuel.
(6)   Ratio for 2000 is less than 1.00. In 2000, SCE needed an additional $3,083,698,000 in earnings
      before income taxes and fixed charges to achieve a 1.00 ratio.
</PRE>
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</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.2
<SEQUENCE>11
<FILENAME>ex122s31204.htm
<DESCRIPTION>COMP OF RATIOS OF EARNINGS TO FIXED CHARGES
<TEXT>
<HTML>
<HEAD>
<TITLE>
SCE Ratios of Earnings to Fixed Charges</TITLE>
</HEAD>
<BODY>
<PRE>
                                     SOUTHERN CALIFORNIA EDISON COMPANY AND CONSOLIDATED UTILITY-RELATED SUBSIDIARIES
                                                            RATIOS OF EARNINGS TO FIXED CHARGES
                                                                  (Thousands of Dollars)

                                                                                                             9 Months      9 Months
                                                      Year Ended December 31,                                  Ended         Ended
- ------------------------------------------------------------------------------------------------------------ Sept. 30,    Sept. 30,
                                                  1999         2000        2001         2002         2003       2003         2004
- ------------------------------------------------------------------------------------------------------------------------------------

EARNINGS BEFORE INCOME TAXES
  AND FIXED CHARGES:

Income before interest expense (1)         $   992,354  $ (1,456,584) $ 3,192,815   $1,831,335  $1,339,147  $1,055,561  $  914,090
Add:
  Taxes on income (2)                          438,006    (1,021,452)   1,658,033      641,786     388,120     443,602     397,902
  Rentals (3)                                    1,901         2,905        2,128        1,240         638         471         536
  Allocable portion of interest
       on long-term Contracts for
       the purchase of power (4)                 1,735         1,699        1,659        1,616       1,568       1,181       1,142
  Amortization of previously capitalized
       fixed charges                             1,508         1,390        1,083        1,440       1,638       1,215       1,155
- ----------------------------------------------------------------------------------------------------------------------------------
Total earnings before income
  taxes and fixed charges (A)              $ 1,435,504  $ (2,472,042) $ 4,855,718   $2,477,417   1,731,111  $1,502,030   1,314,825
==================================================================================================================================

FIXED CHARGES:
  Interest and amortization                $   482,933  $    571,760  $   784,858   $  584,442     451,792  $  343,646     302,620
  Rentals (3)                                    1,901         2,905        2,128        1,240         638         471         536
  Capitalized fixed charges -
       nuclear fuel (5)                          1,211         1,538          756          520          97           -         570
  Allocable portion of interest on
       long-term contracts for
       the purchase of power (4)                 1,735         1,699        1,659        1,616       1,568       1,181       1,142
- ----------------------------------------------------------------------------------------------------------------------------------
Total fixed charges (B)                    $   487,780  $    577,902  $   789,401   $  587,818     454,095  $  345,298     304,868
==================================================================================================================================


RATIO OF EARNINGS TO
  FIXED CHARGES (A) / (B):                        2.94       (4.28)(6)       6.15         4.21        3.81        4.35        4.31
==================================================================================================================================



(1)    Includes allowance for funds used during construction and accrual of unbilled revenue.
(2)    Includes allocation of federal income and state franchise taxes to other income.
(3)    Rentals include the interest factor relating to certain significant rentals plus one-third of all
       remaining annual rentals.
(4)    Allocable portion of interest included in annual minimum debt service requirement of supplier.
(5)    Includes fixed charges associated with Nuclear Fuel.
(6)    Ratio for 2000 is less than 1.00. In 2000, SCE needed an additional $3,049,944,000 in earnings
       before income taxes and fixed charges to achieve a 1.00 ratio.
</PRE>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>12
<FILENAME>ex231s31204.htm
<DESCRIPTION>CONSENTS
<TEXT>
<HTML>
<HEAD>
<TITLE>
Consents of Stephen E. Pickett and Kenneth S. Stewart</TITLE>
</HEAD>
<BODY>
<PRE>
                                                                                        EXHIBIT 23.1



                                                        CONSENTS



        We hereby consent to the references made to us, and to the use of our names, in this Registration
Statement including the prospectus filed as a part hereof.




                                                                                /s/ Stephen E. Pickett
                                                                                ----------------------------
                                                                                    Stephen E. Pickett




                                                                                /s/ Kenneth S. Stewart
                                                                                ----------------------------
                                                                                    Kenneth S. Stewart




December 13, 2004
</PRE>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>13
<FILENAME>ex233s31204.htm
<DESCRIPTION>CONSENT OF IND REG PUBLIC ACCTG FIRM
<TEXT>
<HTML>
<HEAD>
<TITLE>
Consent of Independent Registered Public Accounting Firm</TITLE>
</HEAD>
<BODY>
<PRE>
                             Consent of Independent Registered Public Accounting Firm


We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report
dated March 10, 2004 relating to the financial statements, which appears in the 2003 Annual Report to
Shareholders, which is incorporated by reference in Southern California Edison's Annual Report on Form 10-K for
the year ended December 31, 2003.  We also consent to the incorporation by reference of our report dated March
10, 2004 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K.  We also
consent to the reference to us under the heading "Experts" in such Registration Statement.


/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Los Angeles, California
December 13, 2004



</PRE>
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</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>14
<FILENAME>ex241sces304.htm
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
<HTML>
<HEAD>
<TITLE>
SCE Power of Attorney</TITLE>
</HEAD>
<BODY>
<PRE>
                                        SOUTHERN CALIFORNIA EDISON COMPANY

                                                  POWER OF ATTORNEY


                  The undersigned, SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation, and certain of
its officers and directors, pursuant to a resolution adopted November 18, 2004 (the "Resolution"), do each hereby
constitute and appoint STEPHEN E. PICKETT, W. JAMES SCILACCI, THOMAS M. NOONAN, ROBERT C. BOADA, BEVERLY P.
RYDER, MARY C. SIMPSON, PAUL ALCALA, GEORGE T. TABATA, KENNETH S. STEWART, PAIGE W. R. WHITE, MICHAEL A. HENRY,
DARLA F. FORTE, BONITA J. SMITH, EILEEN B. GUERRERO, and POLLY L. GAULT, or any of them, to act severally as
attorney-in-fact, for and in their respective names, places, and steads, and on behalf of Southern California
Edison Company, to execute, sign, and file or cause to be filed (i) one or more Registration Statements, and any
and all exhibits, amendments, and supplements thereto to be filed by Southern California Edison Company with the
Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended, or both, one or more series of securities as authorized by
the Resolution, and for the further purpose of qualifying under the Trust Indenture Act of 1939, as amended, one
or more indentures relating to such securities; and (ii) one or more listing applications and any exhibits,
amendments, and supplements thereto, and any other required documents, to be filed by Southern California Edison
Company with any stock exchange for the purpose of listing any of such securities; and to take any other actions
necessary to comply with the laws, rules, or regulations of any governmental or regulatory entity relating to
such securities, granting unto said attorney-in-fact, and each of them, full power and authority to do and
perform every act and thing whatsoever necessary or appropriate as fully and to all intents and purposes as the
undersigned or any of them might or could do if personally present, hereby ratifying and approving the acts of
each of said attorneys-in-fact.

                  Executed at Rosemead, California, as of this 18th day of November, 2004.

                                                 SOUTHERN CALIFORNIA EDISON COMPANY



                                                 By:      /s/ ALAN J. FOHRER
                                                          ---------------------------------------------
                                                          ALAN J. FOHRER
                                                          Chief Executive Officer

Attest:



/s/ BEVERLY P. RYDER
- -----------------------------------------
BEVERLY P. RYDER
Secretary



Principal Executive Officer and Director:



/s/ ALAN J. FOHRER
- -----------------------------------------     Chief Executive Officer and Director
ALAN J. FOHRER

Principal Financial Officer:


/S/ W. JAMES SCILACCI
- ----------------------------------------      Senior Vice President
W. JAMES SCILACCI                             and Chief Financial Officer


Page


                                    Southern California Edison Company
                                            Power Of Attorney
                                            November 18, 2004



Controller and Principal Accounting Officer:



/S/ THOMAS M. NOONAN
- --------------------------------------------     Vice President and Controller
THOMAS M. NOONAN




Directors:




/s/ JOHN E. BRYSON                              /s/ RONALD L. OLSON
- ---------------------------   Director          -------------------------------    Director
JOHN E. BRYSON                                      RONALD L. OLSON



/s/ FRANCE A. CORDOVA                           /s/ JAMES M. ROSSER
- --------------------------    Director          ------------------------------     Director
FRANCE A. CORDOVA                                   JAMES M. ROSSER



/s/ BRADFORD M. FREE                            /S/ RICHARD T. SCHLOSBERG, III
- --------------------------    Director          ------------------------------     Director
BRADFORD M. FREEMAN                             RICHARD T. SCHLOSBERG, III



/S/ BRUCE KARATZ                                /S/ ROBERT H. SMITH
- --------------------------    Director          ------------------------------     Director
BRUCE KARATZ                                    ROBERT H. SMITH



/S/ LUIS G. NOGALES                             /S/ THOMAS C. SUTTON
- --------------------------    Director          ------------------------------     Director
LUIS G. NOGALES                                 THOMAS C. SUTTON





</PRE>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.2
<SEQUENCE>15
<FILENAME>ex242sces304.htm
<DESCRIPTION>CERT COPY OF RES OF BOARD AUTHORIZING SIGNATURE
<TEXT>
<HTML>
<HEAD>
<TITLE>
SCE Resolution re Financing Plans</TITLE>
</HEAD>
<BODY>
<PRE>



<U>CERTIFICATION</U>


                  I, BONITA J. SMITH, Assistant Secretary of SOUTHERN CALIFORNIA EDISON COMPANY,
certify that the attached is an accurate and complete copy of a resolution of the Board of Directors
of the corporation, duly adopted at a meeting of its Board of Directors held on November 18, 2004.

Dated:  December 7, 2004


                                                                    /s/ BONITA J. SMITH
                                                             ----------------------------------
                                                                    Assistant Secretary
                                                             SOUTHERN CALIFORNIA EDISON COMPANY







Page




                                       RESOLUTION OF THE BOARD OF DIRECTORS

                                       OF SOUTHERN CALIFORNIA EDISON COMPANY

                                            Adopted: November 18, 2004

                                                RE: FINANCING PLANS


         WHEREAS, it is in the best interests of this corporation to authorize the issuance, sale, and delivery
of one or more series of securities to finance construction expenditures, balancing account undercollections, and
other cash needs; to refund outstanding equity or indebtedness; to provide working capital; and for other capital
requirements; and

         WHEREAS, it is in the best interests of this corporation to authorize this corporation and its officers
to take all actions necessary or desirable to carry out those financing transactions;

         NOW, THEREFORE, BE IT RESOLVED, that this corporation is authorized to issue securities as provided in
this resolution, and each of the Chairman of the Board, the Chief Executive Officer, the President, the Chief
Financial Officer, the Treasurer, or any Assistant Treasurer, of this corporation, is authorized to determine the
nature, terms, conditions, timing, prices, and principal amounts, which shall not exceed $2.5 billion in the
aggregate, of the securities to be issued by this corporation pursuant to this resolution (the "New Securities"),
which New Securities may include first and refunding mortgage bonds, pollution control bonds, notes, debentures,
preferred securities, preferred stock, and other instruments and obligations; provided that the authority granted
to officers of this corporation in this resolution is subject to any provisions of the indentures under which the
New Securities may be issued, this corporation's Articles of Incorporation, or California law, requiring that
certain actions be taken by this Board of Directors or a committee of this Board.



Page 1


         BE IT FURTHER RESOLVED, that the New Securities may be issued pursuant to the terms of (1) the indenture
dated October 1, 1923, as amended and supplemented, between this corporation and The Bank of New York, as
successor trustee (the "Mortgage Bond Indenture"), (2) the indenture dated as of January 15, 1993, between this
corporation and The Bank of New York, as successor trustee (the "Senior Note Indenture"), (3) the indenture dated
as of May 1, 1995, between this corporation and Bank One Trust Company, N.A., as trustee (the "Subordinated Note
Indenture"), (4) additional indentures to be entered into by this corporation and one or more trustees ("New
Indentures"), (5) credit agreements, loan agreements, or other agreements or documents ("Agreements"), (6) the
Articles of Incorporation of this corporation (the "Articles"), or (7) certificates of determination of
preferences of preferred stock ("Certificates of Determination"); and each of the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer, or any
Assistant Treasurer, of this corporation, is authorized to execute and deliver on behalf of this corporation any
New Indentures, Agreements, or Certificates of Determination, and any amendments or supplemental indentures to
the Mortgage Bond Indenture, the Senior Note Indenture, the Subordinated Note Indenture, the Articles, any New
Indentures, any Agreements, or the Articles including any Certificates of Determination.

         BE IT FURTHER RESOLVED, that, pursuant to the Mortgage Bond Indenture, as amended by the Eighty-Eighth
Supplemental Indenture thereto, this Board of Directors delegates to each of the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Financial Officer, the Treasurer, and any Assistant Treasurer, acting
alone or with one another, the authority to authorize and create additional bonded indebtedness of this
corporation in the aggregate principal amount of any first and refunding mortgage bonds to be issued pursuant to
this resolution and take all other actions necessary to create first and refunding bonds and cause them to be
issued, sold, and delivered pursuant to this resolution.



Page 2


         BE IT FURTHER RESOLVED, that the issuance and sale of the New Securities may be undertaken through
competitively bid public offerings, negotiated public offerings, and competitively bid or negotiated private
placements, including offerings made in reliance on Rule 144A or other applicable rules under the Securities Act
of 1933, as amended (the "Securities Act"), or any other means that the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Financial Officer, the Treasurer, or any Assistant Treasurer
determines to be advisable.

         BE IT FURTHER RESOLVED, that each of the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Financial Officer, any Vice President, the Treasurer, or any Assistant Treasurer, of this
corporation, is authorized to prepare, execute, and file, or cause to be prepared, executed, and filed, with the
California Public Utilities Commission (the "CPUC"), one or more applications and any exhibits, supplements,
petitions for modification, or amendments thereto for the purpose of obtaining authorization to issue, sell, and
deliver all or part of the New Securities under the California Public Utilities Code.



Page 3



         BE IT FURTHER RESOLVED, that each of the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Financial Officer, any Vice President, the Treasurer, or any Assistant Treasurer, of this
corporation, is authorized to prepare, execute, and file, or cause to be prepared, executed, and filed, with the
Securities and Exchange Commission (the "SEC"), one or more registration statements and any exhibits,
supplements, or amendments thereto for the purpose of registering all or part of the New Securities under the
Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or both, and qualifying
any indenture under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").

         BE IT FURTHER RESOLVED, that, if deemed necessary or desirable by the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Financial Officer, the Treasurer, or any Assistant Treasurer, of this
corporation, or counsel acting on behalf of this corporation, application may be made for listing any of the New
Securities on any national or foreign stock exchanges, and registration of any of the New Securities may be made
under the Exchange Act.

         BE IT FURTHER RESOLVED, that each of the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Financial Officer, any Vice President, the Treasurer, or any Assistant Treasurer, of this
corporation, is authorized to execute and deliver on behalf of this corporation a power of attorney appointing
Stephen E. Pickett, W. James Scilacci, Thomas M. Noonan, Robert C. Boada, Beverly P. Ryder, Mary C. Simpson, Paul
Alcala, George T. Tabata, Kenneth S. Stewart, Paige W. R. White, Michael A. Henry, Darla F. Forte, Bonita J.
Smith, Eileen B. Guerrero, and Polly L. Gault, or any one of them, to act severally as attorney-in-fact in their


Page 4




respective names, places, and steads, and on behalf of this corporation, to execute, sign, and file or cause to
be filed (1) any registration statement and any exhibits, amendments, or supplements thereto to be filed by this
corporation with the SEC for the purpose of registering the New Securities under the Securities Act or the
Exchange Act, or both, and qualifying any indentures under the Trust Indenture Act, and (2) any listing
application and any exhibits, amendments, or supplements thereto, and any other required documents, to be filed
by this corporation with any stock exchange for the purpose of listing any of the New Securities.

         BE IT FURTHER RESOLVED, that each of the officers of this corporation is authorized to prepare, execute,
and distribute, or cause to be prepared, executed, and distributed, offering circulars, prospectuses,
supplemental prospectuses, placement memoranda, or other offering documents, containing such information about
this corporation and the New Securities as they, or any of them, or counsel for this corporation may deem
necessary or appropriate.

         BE IT FURTHER RESOLVED, that each of the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Financial Officer, any Vice President, the Treasurer, or any Assistant Treasurer is
authorized, at his or her discretion and on behalf of this corporation or otherwise, to execute and file, or
cause to be filed, such consents to service of process, powers of attorney, applications, and other documents
with such state authorities, and to do such other acts and things, as the officer acting or counsel for this
corporation may deem necessary or appropriate to register or qualify any of the New Securities for offer and sale
under the securities, Blue Sky, or other similar laws of any states or jurisdictions; provided, however, that
this corporation shall not, pursuant to this authorization, qualify as a foreign corporation in any such state or
jurisdiction.



Page 5



         BE IT FURTHER RESOLVED, that, subject to the specific authority granted to certain officers in this
resolution, each of the officers of this corporation is authorized to do and perform, or cause to be done and
performed, all such acts, deeds, and things, and to make, execute, and deliver, or cause to be made, executed,
and delivered, all such agreements, undertakings, documents, instruments or certificates on behalf of this
corporation or otherwise, as each officer may deem necessary or appropriate to carry out fully the purposes of
this resolution.

         BE IT FURTHER RESOLVED, that each of the officers of this corporation that is authorized to execute on
behalf of this corporation the documents specified or contemplated in this resolution may do so through the act
of a duly appointed attorney-in-fact.

         BE IT FURTHER RESOLVED, that the authorization in this resolution is in addition to any effective
financing authorizations contained in any other resolutions previously adopted by this Board of Directors.


APPROVED:



/S/ JOHN E. BRYSON
- -----------------------------------------
Chairman of the Board


/S/ STEPHEN E. PICKETT
- -----------------------------------------
Senior Vice President and General Counsel

Page 6




</PRE>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.1
<SEQUENCE>16
<FILENAME>ex251s31204.htm
<DESCRIPTION>BNY STMT OF ELIGIBILITY - 1ST MORT BONDS
<TEXT>
<HTML>
<HEAD>
<TITLE>
Statement of Eligibility on Form T-1 (First Mortgage Bonds)</TITLE>
</HEAD>
<BODY>
<PRE>
==========================================================================================================
                                                     FORM T-1

                                        SECURITIES AND EXCHANGE COMMISSION
                                              Washington, D.C. 20549

                                             STATEMENT OF ELIGIBILITY
                                    UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                                     CORPORATION DESIGNATED TO ACT AS TRUSTEE

                                       CHECK IF AN APPLICATION TO DETERMINE
                                       ELIGIBILITY OF A TRUSTEE PURSUANT TO
                                         SECTION 305(b)(2)           |__|

                                               THE BANK OF NEW YORK
                                (Exact name of trustee as specified in its charter)

New York                                                                         13-5160382
(State of incorporation                                                          (I.R.S. employer
if not a U.S. national bank)                                                     identification no.)

One Wall Street, New York, N.Y.                                                  10286
(Address of principal executive offices)                                         (Zip code)


                                        Southern California Edison Company
                                (Exact name of obligor as specified in its charter)


California                                                                      95-1240335
(State or other jurisdiction of                                                 (I.R.S. employer
incorporation or organization)                                                  identification no.)



2244 Walnut Grove Avenue
Rosemead, California                                                             91770
(Address of principal executive offices)                                         (Zip code)
                                                   -------------

                                        First and Refunding Mortgage Bonds
                                        (Title of the indenture securities)

============================================================================================================

Page



1.                          General information.  Furnish the following information as to the Trustee:

        (a)    Name and address of each examining or supervising authority to which it is subject.

- ------------------------------------------------------------------------------------------------------------
                  Name                                                    Address
- ------------------------------------------------------------------------------------------------------------

        Superintendent of Banks of the State of                           2 Rector Street, New York,
        New York                                                          N.Y.  10006, and Albany, N.Y. 12203

        Federal Reserve Bank of New York                                  33 Liberty Plaza, New York,
                                                                          N.Y.  10045

        Federal Deposit Insurance Corporation                             Washington, D.C.  20429

        New York Clearing House Association                               New York, New York   10005

        (b)    Whether it is authorized to exercise corporate trust powers.

        Yes.

2.      Affiliations with Obligor.

        If the obligor is an affiliate of the trustee, describe each such affiliation.

        None.

16.     List of Exhibits.

        Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by
        reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act")
        and 17 C.F.R. 229.10(d).

        1.     A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as
               now in effect, which contains the authority to commence business and a grant of powers to exercise
               corporate trust powers.  (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration
               Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No.
               33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)

        4.     A copy of the existing By-laws of the Trustee.  (Exhibit 4 to Form T-1 filed with Registration
               Statement No. 33-31019.)

        6.     The consent of the Trustee required by Section 321(b) of the Act.  (Exhibit 6 to Form T-1 filed
               with Registration Statement No. 33-44051.)

        7.     A copy of the latest report of condition of the Trustee published pursuant to law or to the
               requirements of its supervising or examining authority.



Page 2



                                                     SIGNATURE



        Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and
existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on
its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on
the 3rd day of December, 2004.


                                                           THE BANK OF NEW YORK



                                                           By:       /s/ ROBERT A. MASSIMILLO
                                                               --------------------------------------------
                                                               Name:   ROBERT A. MASSIMILLO
                                                               Title:     VICE PRESIDENT



Page 3




                                                                                                EXHIBIT 7

- -------------------------------------------------------------------------------------------------------------------
                                        Consolidated Report of Condition of

                                               THE BANK OF NEW YORK

                                     of One Wall Street, New York, N.Y. 10286
                                      And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30, 2004, published in accordance with
a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

                                                                                              Dollar Amounts
ASSETS                                                                                          In Thousands
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin..                                           $3,036,306
   Interest-bearing balances...........................                                            9,034,655
Securities:
   Held-to-maturity securities.........................                                            1,693,598
   Available-for-sale securities.......................                                           20,325,634
Federal funds sold and securities purchased under
   agreements to resell................................
   Federal funds sold in domestic offices..............                                               19,100
   Securities purchased under agreements to
   resell.............................................                                             4,324,992
Loans and lease financing receivables:
   Loans and leases held for sale................                                                      6,685
   Loans and leases, net of unearned
     income......................................................                                 37,402,355
   LESS: Allowance for loan and
     lease losses............................................                                        594,211
   Loans and leases, net of unearned
     income and allowance..............................                                           36,808,144
Trading Assets.........................................                                            3,420,107
Premises and fixed assets (including capitalized
   leases).............................................                                              969,419
Other real estate owned................................                                                1,253
Investments in unconsolidated subsidiaries and
   associated companies................................                                              253,729
Customers' liability to this bank on acceptances
   outstanding.........................................                                              166,157
Intangible assets......................................
   Goodwill............................................                                            2,708,882
   Other intangible assets.............................                                              748,171
Other assets...........................................                                            6,998,625
                                                                                                 -----------
Total assets...........................................                                          $90,515,457
                                                                                                 ===========

LIABILITIES
Deposits:
   In domestic offices.................................                                          $40,236,165
   Noninterest-bearing.................................                                           15,201,748
   Interest-bearing....................................                                           25,034,417
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs............................                                           24,110,224
   Noninterest-bearing.................................                                              300,559
   Interest-bearing....................................                                           23,809,665
Federal funds purchased and securities sold under
     agreements to repurchase..........................
   Federal funds purchased in domestic
     offices...........................................                                              717,565
   Securities sold under agreements to
     repurchase........................................                                              812,853
Trading liabilities....................................                                            2,598,442
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases)...........................                                            4,158,526
Not applicable
Bank's liability on acceptances executed and
   outstanding.........................................                                              167,267
Subordinated notes and debentures......................                                            2,389,088
Other liabilities......................................                                            6,730,454
                                                                                                 -----------
Total liabilities......................................                                          $81,920,584
                                                                                                 ===========
Minority interest in consolidated
   subsidiaries........................................                                              142,058

EQUITY CAPITAL
Perpetual preferred stock and related
   surplus.............................................                                                    0
Common stock...........................................                                            1,135,284
Surplus................................................                                            2,087,205
Retained earnings......................................                                            5,213,125
Accumulated other comprehensive income.................                                               17,201
Other equity capital components........................                                                    0
                                                                                                 -----------
Total equity capital...................................                                            8,452,815
                                                                                                 -----------
Total liabilities, minority interest, and equity
   capital.............................................                                          $90,515,457
                                                                                                 ===========



Page


         I, Thomas J. Mastro,  Senior Vice  President and  Comptroller  of the  above-named  bank do hereby declare
that this Report of Condition is true and correct to the best of my knowledge and belief.



                                                                                         Thomas J. Mastro,
                                                                     Senior Vice President and Comptroller

         We, the undersigned  directors,  attest to the correctness of this statement of resources and liabilities.
We declare  that it has been  examined  by us, and to the best of our  knowledge  and belief has been  prepared  in
conformance with the instructions and is true and correct.


Thomas A. Renyi]
Gerald L. Hassell]
Alan R. Griffith]                                                 Directors





</PRE>
</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.2
<SEQUENCE>17
<FILENAME>ex252s31204.htm
<DESCRIPTION>BNY STMT OF ELIGIBILITY SENIOR DEBT SEC
<TEXT>
<HTML>
<HEAD>
<TITLE>
Statement of Eligibility on Form T-1 (Senior Debt Securities)</TITLE>
</HEAD>
<BODY>
<PRE>
===========================================================================================================
                                                       FORM T-1

                                          SECURITIES AND EXCHANGE COMMISSION
                                                Washington, D.C. 20549

                                               STATEMENT OF ELIGIBILITY
                                      UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                                       CORPORATION DESIGNATED TO ACT AS TRUSTEE

                                         CHECK IF AN APPLICATION TO DETERMINE
                                         ELIGIBILITY OF A TRUSTEE PURSUANT TO
                                           SECTION 305(b)(2)           |__|

                                                 THE BANK OF NEW YORK
                                  (Exact name of trustee as specified in its charter)

New York                                                                         13-5160382
(State of incorporation                                                          (I.R.S. employer
if not a U.S. national bank)                                                     identification no.)

One Wall Street, New York, N.Y.                                                  10286
(Address of principal executive offices)                                         (Zip code)


                                          Southern California Edison Company
                                  (Exact name of obligor as specified in its charter)


California                                                                      95-1240335
(State or other jurisdiction of                                                 (I.R.S. employer
incorporation or organization)                                                  identification no.)



2244 Walnut Grove Avenue
Rosemead, California                                                             91770
(Address of principal executive offices)                                         (Zip code)
                                                     -------------

                                                Senior Debt Securities
                                          (Title of the indenture securities)

=============================================================================================================

Page


1.                          General information.  Furnish the following information as to the Trustee:

        (a)    Name and address of each examining or supervising authority to which it is subject.

- -------------------------------------------------------------------------------------------------------------
                  Name                                                    Address
- -------------------------------------------------------------------------------------------------------------

        Superintendent of Banks of the State of                           2 Rector Street, New York,
        New York                                                          N.Y.  10006, and Albany, N.Y. 12203

        Federal Reserve Bank of New York                                  33 Liberty Plaza, New York,
                                                                          N.Y.  10045

        Federal Deposit Insurance Corporation                             Washington, D.C.  20429

        New York Clearing House Association                               New York, New York   10005

        (b)    Whether it is authorized to exercise corporate trust powers.

        Yes.

2.      Affiliations with Obligor.

        If the obligor is an affiliate of the trustee, describe each such affiliation.

        None.

16.     List of Exhibits.

        Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as
        an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R.
        229.10(d).

        1.     A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now
               in effect, which contains the authority to commence business and a grant of powers to exercise
               corporate trust powers.  (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement
               No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit
               1 to Form T-1 filed with Registration Statement No. 33-29637.)

        4.     A copy of the existing By-laws of the Trustee.  (Exhibit 4 to Form T-1 filed with Registration
               Statement No. 33-31019.)

        6.     The consent of the Trustee required by Section 321(b) of the Act.  (Exhibit 6 to Form T-1 filed with
               Registration Statement No. 33-44051.)

        7.     A copy of the latest report of condition of the Trustee published pursuant to law or to the
               requirements of its supervising or examining authority.



Page 2



                                                       SIGNATURE



        Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and
existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 3rd
day of December, 2004.


                                                           THE BANK OF NEW YORK



                                                           By: /s/ ROBERT A. MASSIMILLO
                                                               --------------------------------------------
                                                               Name:   ROBERT A. MASSIMILLO
                                                               Title:  VICE PRESIDENT



Page 3



                                                                                                         EXHIBIT 7

- -----------------------------------------------------------------------------------------------------------------------
                                          Consolidated Report of Condition of

                                                 THE BANK OF NEW YORK

                                       of One Wall Street, New York, N.Y. 10286
                                        And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30, 2004, published in accordance with a
call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

                                                                                              Dollar Amounts

ASSETS                                                                                          In Thousands
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin..                                           $3,036,306
   Interest-bearing balances...........................                                            9,034,655
Securities:
   Held-to-maturity securities.........................                                            1,693,598
   Available-for-sale securities.......................                                           20,325,634
Federal funds sold and securities purchased under
   agreements to resell................................
   Federal funds sold in domestic offices..............                                               19,100
   Securities purchased under agreements to
   resell..............................................                                            4,324,992
Loans and lease financing receivables:
   Loans and leases held for sale......................                                                6,685
   Loans and leases, net of unearned
     income............................................                                           37,402,355
   LESS: Allowance for loan and
     lease losses......................................                                              594,211
   Loans and leases, net of unearned
     income and allowance..............................                                           36,808,144
Trading Assets.........................................                                            3,420,107
Premises and fixed assets (including capitalized
   leases).............................................                                              969,419
Other real estate owned................................                                                1,253
Investments in unconsolidated subsidiaries and
   associated companies................................                                              253,729
Customers' liability to this bank on acceptances
   outstanding.........................................                                              166,157
Intangible assets......................................
   Goodwill............................................                                            2,708,882
   Other intangible assets.............................                                              748,171
Other assets...........................................                                            6,998,625
                                                                                                 -----------
Total assets...........................................                                          $90,515,457
                                                                                                 ===========
LIABILITIES
Deposits:
   In domestic offices.................................                                          $40,236,165
   Noninterest-bearing.................................                                           15,201,748
   Interest-bearing....................................                                           25,034,417
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs............................                                           24,110,224
   Noninterest-bearing.................................                                              300,559
   Interest-bearing....................................                                           23,809,665
Federal funds purchased and securities sold under
     agreements to repurchase..........................
   Federal funds purchased in domestic
     offices...........................................                                              717,565
   Securities sold under agreements to
     repurchase........................................                                              812,853
Trading liabilities....................................                                            2,598,442
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases)..........................                                             4,158,526
Not applicable
Bank's liability on acceptances executed and
   outstanding.........................................                                              167,267
Subordinated notes and debentures......................                                            2,389,088
Other liabilities......................................                                            6,730,454
                                                                                                 -----------
Total liabilities......................................                                          $81,920,584
                                                                                                 ===========
Minority interest in consolidated
   subsidiaries........................................                                              142,058

EQUITY CAPITAL
Perpetual preferred stock and related
   surplus.............................................                                                    0
Common stock...........................................                                            1,135,284
Surplus................................................                                            2,087,205
Retained earnings......................................                                            5,213,125
Accumulated other comprehensive income.................                                               17,201
Other equity capital components........................                                                    0
                                                                                                 -----------
Total equity capital...................................                                            8,452,815
                                                                                                 -----------
Total liabilities, minority interest, and equity
   capital.............................................                                          $90,515,457
                                                                                                 ===========



Page



         I, Thomas J. Mastro,  Senior Vice  President and  Comptroller of the  above-named  bank do hereby declare that
this Report of Condition is true and correct to the best of my knowledge and belief.


                                                                                             Thomas J. Mastro,
                                                                         Senior Vice President and Comptroller
         We, the undersigned  directors,  attest to the correctness of this statement of resources and liabilities.  We
declare that it has been examined by us, and to the best of our  knowledge and belief has been prepared in  conformance
with the instructions and is true and correct.


Thomas A. Renyi]
Gerald L. Hassell]
Alan R. Griffith]                                                 Directors


- -----------------------------------------------------------------------------------------------------------------------



</PRE>
</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.3
<SEQUENCE>18
<FILENAME>ex253s31204.htm
<DESCRIPTION>JPM CHASE STMT OF ELIGIBILITY AS TRUSTEE SUB DEBT
<TEXT>
<HTML>
<HEAD>
<TITLE>
Statement of Eligibility - as Property Trustee, SCE Trust I</TITLE>
</HEAD>
<BODY>
<PRE>
                        -------------------------------------------------------------------

                                        SECURITIES AND EXCHANGE COMMISSION
                                              Washington, D. C. 20549
                                             -------------------------

                                                     FORM T-1

                                             STATEMENT OF ELIGIBILITY
                                     UNDER THE TRUST INDENTURE ACT OF 1939 OF
                                    A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                                    -------------------------------------------
                                CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                                      A TRUSTEE PURSUANT TO SECTION 305(b)(2)
                                     ----------------------------------------

                                     JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
                                (Exact name of trustee as specified in its charter)

                                                                                              13-4994650
(State of incorporation                                                                 (I.R.S. employer
if not a national bank)                                                              identification No.)

1111 Polaris Parkway
Columbus, Ohio                                                                                     43271
(Address of principal executive offices)                                                      (Zip Code)

                                                 Thomas F. Godfrey
                                   Vice President and Assistant General Counsel
                                     JPMorgan Chase Bank, National Association
                                        1 Chase Manhattan Plaza, 25th Floor
                                                New York, NY 10081
                                                Tel: (212) 552-2192
                             (Name, address and telephone number of agent for service)
                                   --------------------------------------------
                                        Southern California Edison Company
                                (Exact name of obligor as specified in its charter)

California                                                                                    95-1240335
 (State or other jurisdiction of                                                        (I.R.S. employer
incorporation or organization)                                                       identification No.)

2244 Walnut Grove Avenue
Rosemead, California                                                                               91770
(Address of principal executive offices)                                                      (Zip Code)


                                           Subordinated Debt Securities
                                        (Title of the indenture securities)



Page



                                                      GENERAL

Item 1.  General Information.

         Furnish the following information as to the trustee:

         (a)  Name and address of each examining or supervising authority to which it is subject.

              Comptroller of the Currency, Washington, D.C.

              Board of Governors of the Federal Reserve System, Washington, D.C., 20551

              Federal Deposit Insurance Corporation, Washington, D.C., 20429.


         (b)  Whether it is authorized to exercise corporate trust powers.

              Yes.


Item 2.  Affiliations with the Obligor and Guarantors.

         If the obligor or any guarantor is an affiliate of the trustee, describe each such affiliation.

         None.






                                                        -2-




Item 16.   List of Exhibits

           List below all exhibits filed as a part of this Statement of Eligibility.

           1.  A copy of  the Articles of Association of  JPMorgan Chase Bank, N.A. (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by
reference).

           2.  A copy of the Certificate of Authority of the Comptroller of the Currency for
the trustee to commence business. (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No.
333-106575 which is incorporated by reference).

           3.  None, the authority of the trustee to exercise corporate trust powers being
contained in the documents described in Exhibits 1 and 2.

           4.  A copy of the existing By-Laws of the Trustee. (see Exhibit 4 to Form T-1
filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

           5.  Not applicable.

           6.  The consent of the Trustee required by Section 321(b) of the Act.
(see Exhibit  6  to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated
by reference).

           7.  A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority. (see Exhibit 7 to Form T-1 filed
in connection with Registration Statement No. 333-106575 which is incorporated by reference).

           8.  Not applicable.

           9.  Not applicable.

                                                     SIGNATURE

            Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,  JPMorgan Chase Bank,
N.A., has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York, on the 8th day of December, 2004.

                                                    JPMORGAN CHASE BANK, N.A.

                                                    By  /s/ James M. Foley
                                                       ------------------------------------------------------------

                                                        -3-




                                                  Exhibit 7 to Form T-1


                                                    Bank Call Notice

                                                 RESERVE DISTRICT NO. 2
                                           CONSOLIDATED REPORT OF CONDITION OF

                                                   JPMorgan Chase Bank
                                      of 270 Park Avenue, New York, New York 10017
                                         and Foreign and Domestic Subsidiaries,
                                         a member of the Federal Reserve System,

                                     at the close of business September 30, 2004, in
                             accordance with a call made by the Federal Reserve Bank of this
                             District pursuant to the provisions of the Federal Reserve Act.


                                                                        Dollar Amounts
                     ASSETS                                              in Millions


Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin ..............................................................$  19,187
     Interest-bearing balances ......................................................   33,195
Securities:
Held to maturity securities..........................................................      121
Available for sale securities........................................................   53,698
Federal funds sold and securities purchased under
     agreements to resell ...........................................................
     Federal funds sold in domestic offices                                             33,011
     Securities purchased under agreements to resell                                    82,951
Loans and lease financing receivables:
     Loans and leases held for sale..................................................   17,558
     Loans and leases, net of unearned income     $171,323
     Less: Allowance for loan and lease losses       2,382
     Loans and leases, net of unearned income and
     allowance ....................................................................... 168,941
Trading Assets ....................................................................... 196,355
Premises and fixed assets (including capitalized leases)..............................   5,578
Other real estate owned ..............................................................     101
Investments in unconsolidated subsidiaries and
     associated companies.............................................................      94
Customers' liability to this bank on acceptances
     outstanding .....................................................................     391
Intangible assets
        Goodwill......................................................................   2,554
        Other Intangible assets.......................................................   5,411
Other assets .........................................................................  42,626

TOTAL ASSETS .........................................................................$661,772
                                                                                      ========



Page

                                                       LIABILITIES
Deposits
     In domestic offices ............................................................ $209,624
     Noninterest-bearing ..................................... $82,597
     Interest-bearing .........................................127,027
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's .........................................................  120,503
     Noninterest-bearing.....................................  $ 7,003
     Interest-bearing .......................................  113,500

Federal funds purchased and securities sold under agree-
ments to repurchase:
     Federal funds purchased in domestic offices                                        22,032
     Securities sold under agreements to repurchase                                     96,912
Trading liabilities ................................................................   107,450
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases).....................................     21,794
Bank's liability on acceptances executed and outstanding...........................        391
Subordinated notes and debentures .................................................     12,821
Other liabilities .................................................................     31,690
TOTAL LIABILITIES .................................................................    623,217
Minority Interest in consolidated subsidiaries.....................................        348

                                                     EQUITY CAPITAL

Perpetual preferred stock and related surplus......................................          0
Common stock ......................................................................      1,785
Surplus  (exclude all surplus related to preferred stock)..........................     16,954
Retained earnings..................................................................     20,050
Accumulated other comprehensive income.............................................       (582)
Other equity capital components....................................................          0
TOTAL EQUITY CAPITAL ..............................................................     38,207
                                                                                        ------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL                              $661,772
                                                                                      ========
I, Joseph L. Sclafani, E.V.P. &amp; Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                                    JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.



                                    WILLIAM B. HARRISON, JR.        )
                                    JAMES DIMON                     )DIRECTORS
                                    LAWRENCE A. BOSSIDY             )







</PRE>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.4
<SEQUENCE>19
<FILENAME>ex254s31204.htm
<DESCRIPTION>JPM CHASE STMT OF ELIGIBILITY PROP TRUSTEE SCE I
<TEXT>
<HTML>
<HEAD>
<TITLE>
Statement of Eligibility - as Property Trustee, SCE Trust II</TITLE>
</HEAD>
<BODY>
<PRE>
                        -------------------------------------------------------------------

                                      SECURITIES AND EXCHANGE COMMISSION
                                            Washington, D. C. 20549
                                           -------------------------

                                                   FORM T-1

                                           STATEMENT OF ELIGIBILITY
                                   UNDER THE TRUST INDENTURE ACT OF 1939 OF
                                  A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                                  -------------------------------------------
                              CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                                    A TRUSTEE PURSUANT TO SECTION 305(b)(2)
                                   ----------------------------------------

                                   JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
                              (Exact name of trustee as specified in its charter)

                                                                                              13-4994650
(State of incorporation                                                                 (I.R.S. employer
if not a national bank)                                                              identification No.)

1111 Polaris Parkway
Columbus, Ohio                                                                                     43271
(Address of principal executive offices)                                                      (Zip Code)

                                               Thomas F. Godfrey
                                 Vice President and Assistant General Counsel
                                   JPMorgan Chase Bank, National Association
                                      1 Chase Manhattan Plaza, 25th Floor
                                              New York, NY 10081
                                              Tel: (212) 552-2192
                           (Name, address and telephone number of agent for service)
                                 --------------------------------------------
                                                  SCE Trust I
                              (Exact name of obligor as specified in its charter)

California                                                                                    95-7104035
(State or other jurisdiction of                                                         (I.R.S. employer
incorporation or organization)                                                       identification No.)

2244 Walnut Grove Avenue
Rosemead, California                                                                               91770
(Address of principal executive offices)                                                      (Zip Code)


                                             Preferred Securities
                                      (Title of the indenture securities)


Page




                                                    GENERAL

Item 1.  General Information.

         Furnish the following information as to the trustee:

         (a)  Name and address of each examining or supervising authority to which it is subject.

              Comptroller of the Currency, Washington, D.C.

              Board of Governors of the Federal Reserve System, Washington, D.C., 20551

Federal Deposit Insurance Corporation, Washington, D.C., 20429.


         (b)  Whether it is authorized to exercise corporate trust powers.

              Yes.


Item 2.  Affiliations with the Obligor and Guarantors.

         If the obligor or any guarantor is an affiliate of the trustee, describe each such affiliation.

         None.






                                                      -2-





Item 16.   List of Exhibits

           List below all exhibits filed as a part of this Statement of Eligibility.

           1.  A copy of  the Articles of Association of  JPMorgan Chase Bank, N.A. (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by
reference).

           2.  A copy of the Certificate of Authority of the Comptroller of the Currency for
the trustee to commence business. (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No.
333-106575 which is incorporated by reference).

           3.  None, the authority of the trustee to exercise corporate trust powers being
contained in the documents described in Exhibits 1 and 2.

           4.  A copy of the existing By-Laws of the Trustee. (see Exhibit 4 to Form T-1
filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

           5.  Not applicable.

           6.  The consent of the Trustee required by Section 321(b) of the Act.
(see Exhibit  6  to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated
by reference).

           7.  A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority. (see Exhibit 7 to Form T-1 filed
in connection with Registration Statement No. 333-106575 which is incorporated by reference).

           8.  Not applicable.

           9.  Not applicable.

                                                     SIGNATURE

            Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,  JPMorgan Chase Bank,
N.A., has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York, on the 8th day of December, 2004.

                                                    JPMORGAN CHASE BANK, N.A.

                                                    By  /s/ James M. Foley
                                                       ------------------------------------------------------------

                                                        -3-



                                                  Exhibit 7 to Form T-1


                                                    Bank Call Notice

                                                 RESERVE DISTRICT NO. 2
                                           CONSOLIDATED REPORT OF CONDITION OF

                                                   JPMorgan Chase Bank
                                      of 270 Park Avenue, New York, New York 10017
                                         and Foreign and Domestic Subsidiaries,
                                         a member of the Federal Reserve System,

                                     at the close of business September 30, 2004, in
                             accordance with a call made by the Federal Reserve Bank of this
                             District pursuant to the provisions of the Federal Reserve Act.


                                                                        Dollar Amounts
                     ASSETS                                              in Millions


Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin ..............................................................$  19,187
     Interest-bearing balances ......................................................   33,195
Securities:
Held to maturity securities..........................................................      121
Available for sale securities........................................................   53,698
Federal funds sold and securities purchased under
     agreements to resell ...........................................................
     Federal funds sold in domestic offices                                             33,011
     Securities purchased under agreements to resell                                    82,951
Loans and lease financing receivables:
     Loans and leases held for sale..................................................   17,558
     Loans and leases, net of unearned income     $171,323
     Less: Allowance for loan and lease losses       2,382
     Loans and leases, net of unearned income and
     allowance ....................................................................... 168,941
Trading Assets ....................................................................... 196,355
Premises and fixed assets (including capitalized leases)..............................   5,578
Other real estate owned ..............................................................     101
Investments in unconsolidated subsidiaries and
     associated companies.............................................................      94
Customers' liability to this bank on acceptances
     outstanding .....................................................................     391
Intangible assets
        Goodwill......................................................................   2,554
        Other Intangible assets.......................................................   5,411
Other assets .........................................................................  42,626

TOTAL ASSETS .........................................................................$661,772
                                                                                      ========



Page

                                                       LIABILITIES
Deposits
     In domestic offices ............................................................ $209,624
     Noninterest-bearing ..................................... $82,597
     Interest-bearing .........................................127,027
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's .........................................................  120,503
     Noninterest-bearing.....................................  $ 7,003
     Interest-bearing .......................................  113,500

Federal funds purchased and securities sold under agree-
ments to repurchase:
     Federal funds purchased in domestic offices                                        22,032
     Securities sold under agreements to repurchase                                     96,912
Trading liabilities ................................................................   107,450
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases).....................................     21,794
Bank's liability on acceptances executed and outstanding...........................        391
Subordinated notes and debentures .................................................     12,821
Other liabilities .................................................................     31,690
TOTAL LIABILITIES .................................................................    623,217
Minority Interest in consolidated subsidiaries.....................................        348

                                                     EQUITY CAPITAL

Perpetual preferred stock and related surplus......................................          0
Common stock ......................................................................      1,785
Surplus  (exclude all surplus related to preferred stock)..........................     16,954
Retained earnings..................................................................     20,050
Accumulated other comprehensive income.............................................       (582)
Other equity capital components....................................................          0
TOTAL EQUITY CAPITAL ..............................................................     38,207
                                                                                        ------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL                              $661,772
                                                                                      ========
I, Joseph L. Sclafani, E.V.P. &amp; Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                                    JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.



                                    WILLIAM B. HARRISON, JR.        )
                                    JAMES DIMON                     )DIRECTORS
                                    LAWRENCE A. BOSSIDY             )






</PRE>
</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.5
<SEQUENCE>20
<FILENAME>ex255s31204.htm
<DESCRIPTION>JPM CHASE STMT OF ELIGIBILITY PROP TRUSTEE SCEII
<TEXT>
<HTML>
<HEAD>
<TITLE>
JPM Chase Statement of Eligibility Prop Trustee SCE Trust II</TITLE>
</HEAD>
<BODY>
<PRE>
                        -------------------------------------------------------------------

                                        SECURITIES AND EXCHANGE COMMISSION
                                              Washington, D. C. 20549
                                             -------------------------

                                                     FORM T-1

                                             STATEMENT OF ELIGIBILITY
                                     UNDER THE TRUST INDENTURE ACT OF 1939 OF
                                    A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                                    -------------------------------------------
                                CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                                      A TRUSTEE PURSUANT TO SECTION 305(b)(2)
                                     ----------------------------------------

                                     JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
                                (Exact name of trustee as specified in its charter)

                                                                                              13-4994650
(State of incorporation                                                                 (I.R.S. employer
if not a national bank)                                                              identification No.)

1111 Polaris Parkway
Columbus, Ohio                                                                                     43271
(Address of principal executive offices)                                                      (Zip Code)

                                                 Thomas F. Godfrey
                                   Vice President and Assistant General Counsel
                                     JPMorgan Chase Bank, National Association
                                        1 Chase Manhattan Plaza, 25th Floor
                                                New York, NY 10081
                                                Tel: (212) 552-2192
                             (Name, address and telephone number of agent for service)
                                   --------------------------------------------
                                                   SCE Trust II
                                (Exact name of obligor as specified in its charter)

California                                                                                    95-7104036
(State or other jurisdiction of                                                         (I.R.S. employer
incorporation or organization)                                                       identification No.)

2244 Walnut Grove Avenue
Rosemead, California                                                                               91770
(Address of principal executive offices)                                                      (Zip Code)


                                               Preferred Securities
                                        (Title of the indenture securities)







                                                      GENERAL

Item 1.  General Information.

         Furnish the following information as to the trustee:

         (a)  Name and address of each examining or supervising authority to which it is subject.

              Comptroller of the Currency, Washington, D.C.

              Board of Governors of the Federal Reserve System, Washington, D.C., 20551

Federal Deposit Insurance Corporation, Washington, D.C., 20429.


         (b)  Whether it is authorized to exercise corporate trust powers.

              Yes.


Item 2.  Affiliations with the Obligor and Guarantors.

         If the obligor or any guarantor is an affiliate of the trustee, describe each such affiliation.

         None.






                                                        -2-





Item 16.   List of Exhibits

           List below all exhibits filed as a part of this Statement of Eligibility.

           1.  A copy of  the Articles of Association of  JPMorgan Chase Bank, N.A. (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by
reference).

           2.  A copy of the Certificate of Authority of the Comptroller of the Currency for
the trustee to commence business. (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No.
333-106575 which is incorporated by reference).

           3.  None, the authority of the trustee to exercise corporate trust powers being
contained in the documents described in Exhibits 1 and 2.

           4.  A copy of the existing By-Laws of the Trustee. (see Exhibit 4 to Form T-1
filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

           5.  Not applicable.

           6.  The consent of the Trustee required by Section 321(b) of the Act.
(see Exhibit  6  to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated
by reference).

           7.  A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority. (see Exhibit 7 to Form T-1 filed
in connection with Registration Statement No. 333-106575 which is incorporated by reference).

           8.  Not applicable.

           9.  Not applicable.

                                                     SIGNATURE

            Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,  JPMorgan Chase Bank,
N.A., has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York, on the 8th day of December, 2004.

                                                    JPMORGAN CHASE BANK, N.A.

                                                    By  /s/ James M. Foley
                                                       ------------------------------------------------------------

                                                        -3-



                                                  Exhibit 7 to Form T-1


                                                    Bank Call Notice

                                                 RESERVE DISTRICT NO. 2
                                           CONSOLIDATED REPORT OF CONDITION OF

                                                   JPMorgan Chase Bank
                                      of 270 Park Avenue, New York, New York 10017
                                         and Foreign and Domestic Subsidiaries,
                                         a member of the Federal Reserve System,

                                     at the close of business September 30, 2004, in
                             accordance with a call made by the Federal Reserve Bank of this
                             District pursuant to the provisions of the Federal Reserve Act.


                                                                        Dollar Amounts
                     ASSETS                                              in Millions


Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin ..............................................................$  19,187
     Interest-bearing balances ......................................................   33,195
Securities:
Held to maturity securities..........................................................      121
Available for sale securities........................................................   53,698
Federal funds sold and securities purchased under
     agreements to resell ...........................................................
     Federal funds sold in domestic offices                                             33,011
     Securities purchased under agreements to resell                                    82,951
Loans and lease financing receivables:
     Loans and leases held for sale..................................................   17,558
     Loans and leases, net of unearned income     $171,323
     Less: Allowance for loan and lease losses       2,382
     Loans and leases, net of unearned income and
     allowance ....................................................................... 168,941
Trading Assets ....................................................................... 196,355
Premises and fixed assets (including capitalized leases)..............................   5,578
Other real estate owned ..............................................................     101
Investments in unconsolidated subsidiaries and
     associated companies.............................................................      94
Customers' liability to this bank on acceptances
     outstanding .....................................................................     391
Intangible assets
        Goodwill......................................................................   2,554
        Other Intangible assets.......................................................   5,411
Other assets .........................................................................  42,626

TOTAL ASSETS .........................................................................$661,772
                                                                                      ========



Page

                                                       LIABILITIES
Deposits
     In domestic offices ............................................................ $209,624
     Noninterest-bearing ..................................... $82,597
     Interest-bearing .........................................127,027
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's .........................................................  120,503
     Noninterest-bearing.....................................  $ 7,003
     Interest-bearing .......................................  113,500

Federal funds purchased and securities sold under agree-
ments to repurchase:
     Federal funds purchased in domestic offices                                        22,032
     Securities sold under agreements to repurchase                                     96,912
Trading liabilities ................................................................   107,450
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases).....................................     21,794
Bank's liability on acceptances executed and outstanding...........................        391
Subordinated notes and debentures .................................................     12,821
Other liabilities .................................................................     31,690
TOTAL LIABILITIES .................................................................    623,217
Minority Interest in consolidated subsidiaries.....................................        348

                                                     EQUITY CAPITAL

Perpetual preferred stock and related surplus......................................          0
Common stock ......................................................................      1,785
Surplus  (exclude all surplus related to preferred stock)..........................     16,954
Retained earnings..................................................................     20,050
Accumulated other comprehensive income.............................................       (582)
Other equity capital components....................................................          0
TOTAL EQUITY CAPITAL ..............................................................     38,207
                                                                                        ------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL                              $661,772
                                                                                      ========
I, Joseph L. Sclafani, E.V.P. &amp; Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                                    JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.



                                    WILLIAM B. HARRISON, JR.        )
                                    JAMES DIMON                     )DIRECTORS
                                    LAWRENCE A. BOSSIDY             )



</PRE>
</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.6
<SEQUENCE>21
<FILENAME>ex256s31204.htm
<DESCRIPTION>JPM CHASE STMT OF ELIG AS PROP TRUSTEE SCE III
<TEXT>
<HTML>
<HEAD>
<TITLE>
Statement of Eligibility - As Property Trustee</TITLE>
</HEAD>
<BODY>
<PRE>
                -------------------------------------------------------------------

                                      SECURITIES AND EXCHANGE COMMISSION
                                            Washington, D. C. 20549
                                           -------------------------

                                                   FORM T-1

                                           STATEMENT OF ELIGIBILITY
                                   UNDER THE TRUST INDENTURE ACT OF 1939 OF
                                  A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                                  -------------------------------------------
                              CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                                    A TRUSTEE PURSUANT TO SECTION 305(b)(2)
                                   ----------------------------------------

                                   JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
                              (Exact name of trustee as specified in its charter)

                                                                                              13-4994650
(State of incorporation                                                                 (I.R.S. employer
if not a national bank)                                                              identification No.)

1111 Polaris Parkway
Columbus, Ohio                                                                                     43271
(Address of principal executive offices)                                                      (Zip Code)

                                               Thomas F. Godfrey
                                 Vice President and Assistant General Counsel
                                   JPMorgan Chase Bank, National Association
                                      1 Chase Manhattan Plaza, 25th Floor
                                              New York, NY 10081
                                              Tel: (212) 552-2192
                           (Name, address and telephone number of agent for service)
                                 --------------------------------------------
                                                 SCE Trust III
                              (Exact name of obligor as specified in its charter)

California
(State or other jurisdiction of                                                         (I.R.S. employer
incorporation or organization)                                                       identification No.)

2244 Walnut Grove Avenue
Rosemead, California                                                                               91770
(Address of principal executive offices)                                                      (Zip Code)


                                             Preferred Securities
                                      (Title of the indenture securities)




Page


                                                    GENERAL

Item 1.  General Information.

         Furnish the following information as to the trustee:

         (a)  Name and address of each examining or supervising authority to which it is subject.

              Comptroller of the Currency, Washington, D.C.

              Board of Governors of the Federal Reserve System, Washington, D.C., 20551

Federal Deposit Insurance Corporation, Washington, D.C., 20429.


         (b)  Whether it is authorized to exercise corporate trust powers.

              Yes.


Item 2.  Affiliations with the Obligor and Guarantors.

         If the obligor or any guarantor is an affiliate of the trustee, describe each such affiliation.

         None.






                                                      -2-





Item 16.   List of Exhibits

           List below all exhibits filed as a part of this Statement of Eligibility.

           1.  A copy of  the Articles of Association of  JPMorgan Chase Bank, N.A. (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by
reference).

           2.  A copy of the Certificate of Authority of the Comptroller of the Currency for
the trustee to commence business. (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No.
333-106575 which is incorporated by reference).

           3.  None, the authority of the trustee to exercise corporate trust powers being
contained in the documents described in Exhibits 1 and 2.

           4.  A copy of the existing By-Laws of the Trustee. (see Exhibit 4 to Form T-1
filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

           5.  Not applicable.

           6.  The consent of the Trustee required by Section 321(b) of the Act.
(see Exhibit  6  to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated
by reference).

           7.  A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority. (see Exhibit 7 to Form T-1 filed
in connection with Registration Statement No. 333-106575 which is incorporated by reference).

           8.  Not applicable.

           9.  Not applicable.

                                                     SIGNATURE

            Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,  JPMorgan Chase Bank,
N.A., has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York, on the 8th day of December, 2004.

                                                    JPMORGAN CHASE BANK, N.A.

                                                    By  /s/ James M. Foley
                                                       ------------------------------------------------------------

                                                        -3-





                                                  Exhibit 7 to Form T-1


                                                    Bank Call Notice

                                                 RESERVE DISTRICT NO. 2
                                           CONSOLIDATED REPORT OF CONDITION OF

                                                   JPMorgan Chase Bank
                                      of 270 Park Avenue, New York, New York 10017
                                         and Foreign and Domestic Subsidiaries,
                                         a member of the Federal Reserve System,

                                     at the close of business September 30, 2004, in
                             accordance with a call made by the Federal Reserve Bank of this
                             District pursuant to the provisions of the Federal Reserve Act.


                                                                        Dollar Amounts
                     ASSETS                                              in Millions


Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin ..............................................................$  19,187
     Interest-bearing balances ......................................................   33,195
Securities:
Held to maturity securities..........................................................      121
Available for sale securities........................................................   53,698
Federal funds sold and securities purchased under
     agreements to resell ...........................................................
     Federal funds sold in domestic offices                                             33,011
     Securities purchased under agreements to resell                                    82,951
Loans and lease financing receivables:
     Loans and leases held for sale..................................................   17,558
     Loans and leases, net of unearned income     $171,323
     Less: Allowance for loan and lease losses       2,382
     Loans and leases, net of unearned income and
     allowance ....................................................................... 168,941
Trading Assets ....................................................................... 196,355
Premises and fixed assets (including capitalized leases)..............................   5,578
Other real estate owned ..............................................................     101
Investments in unconsolidated subsidiaries and
     associated companies.............................................................      94
Customers' liability to this bank on acceptances
     outstanding .....................................................................     391
Intangible assets
        Goodwill......................................................................   2,554
        Other Intangible assets.......................................................   5,411
Other assets .........................................................................  42,626

TOTAL ASSETS .........................................................................$661,772
                                                                                      ========



Page

                                                       LIABILITIES
Deposits
     In domestic offices ............................................................ $209,624
     Noninterest-bearing ..................................... $82,597
     Interest-bearing .........................................127,027
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's .........................................................  120,503
     Noninterest-bearing.....................................  $ 7,003
     Interest-bearing .......................................  113,500

Federal funds purchased and securities sold under agree-
ments to repurchase:
     Federal funds purchased in domestic offices                                        22,032
     Securities sold under agreements to repurchase                                     96,912
Trading liabilities ................................................................   107,450
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases).....................................     21,794
Bank's liability on acceptances executed and outstanding...........................        391
Subordinated notes and debentures .................................................     12,821
Other liabilities .................................................................     31,690
TOTAL LIABILITIES .................................................................    623,217
Minority Interest in consolidated subsidiaries.....................................        348

                                                     EQUITY CAPITAL

Perpetual preferred stock and related surplus......................................          0
Common stock ......................................................................      1,785
Surplus  (exclude all surplus related to preferred stock)..........................     16,954
Retained earnings..................................................................     20,050
Accumulated other comprehensive income.............................................       (582)
Other equity capital components....................................................          0
TOTAL EQUITY CAPITAL ..............................................................     38,207
                                                                                        ------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL                              $661,772
                                                                                      ========
I, Joseph L. Sclafani, E.V.P. &amp; Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                                    JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.



                                    WILLIAM B. HARRISON, JR.        )
                                    JAMES DIMON                     )DIRECTORS
                                    LAWRENCE A. BOSSIDY             )




</PRE>
</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.7
<SEQUENCE>22
<FILENAME>ex257s31204.htm
<DESCRIPTION>JPM CHASE AS GUARANTEE TRUSTEE SCE TRUST I
<TEXT>
<HTML>
<HEAD>
<TITLE>
Statement of Eligibility - As Guarantee Trustee SCE Trust I</TITLE>
</HEAD>
<BODY>
<PRE>
                        -------------------------------------------------------------------

                                      SECURITIES AND EXCHANGE COMMISSION
                                            Washington, D. C. 20549
                                           -------------------------

                                                   FORM T-1

                                           STATEMENT OF ELIGIBILITY
                                   UNDER THE TRUST INDENTURE ACT OF 1939 OF
                                  A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                                  -------------------------------------------
                              CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                                    A TRUSTEE PURSUANT TO SECTION 305(b)(2)
                                   ----------------------------------------

                                   JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
                              (Exact name of trustee as specified in its charter)

                                                                                              13-4994650
(State of incorporation                                                                 (I.R.S. employer
if not a national bank)                                                              identification No.)

1111 Polaris Parkway
Columbus, Ohio                                                                                     43271
(Address of principal executive offices)                                                      (Zip Code)

                                               Thomas F. Godfrey
                                 Vice President and Assistant General Counsel
                                   JPMorgan Chase Bank, National Association
                                      1 Chase Manhattan Plaza, 25th Floor
                                              New York, NY 10081
                                              Tel: (212) 552-2192
                           (Name, address and telephone number of agent for service)
                                 --------------------------------------------
                                                  SCE Trust I
                              (Exact name of obligor as specified in its charter)

California                                                                                    95-7104035
(State or other jurisdiction of                                                         (I.R.S. employer
incorporation or organization)                                                       identification No.)

2244 Walnut Grove Avenue
Rosemead, California                                                                               91770
(Address of principal executive offices)                                                      (Zip Code)


                               Guarantee of Preferred Securities of SCE Trust I
                                      (Title of the indenture securities)


Page




                                                    GENERAL

Item 1.  General Information.

         Furnish the following information as to the trustee:

         (a)  Name and address of each examining or supervising authority to which it is subject.

              Comptroller of the Currency, Washington, D.C.

              Board of Governors of the Federal Reserve System, Washington, D.C., 20551

Federal Deposit Insurance Corporation, Washington, D.C., 20429.


         (b)  Whether it is authorized to exercise corporate trust powers.

              Yes.


Item 2.  Affiliations with the Obligor and Guarantors.

         If the obligor or any guarantor is an affiliate of the trustee, describe each such affiliation.

         None.






                                                      -2-





Item 16.   List of Exhibits

           List below all exhibits filed as a part of this Statement of Eligibility.

           1.  A copy of  the Articles of Association of  JPMorgan Chase Bank, N.A. (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by
reference).

           2.  A copy of the Certificate of Authority of the Comptroller of the Currency for
the trustee to commence business. (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No.
333-106575 which is incorporated by reference).

           3.  None, the authority of the trustee to exercise corporate trust powers being
contained in the documents described in Exhibits 1 and 2.

           4.  A copy of the existing By-Laws of the Trustee. (see Exhibit 4 to Form T-1
filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

           5.  Not applicable.

           6.  The consent of the Trustee required by Section 321(b) of the Act.
(see Exhibit  6  to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated
by reference).

           7.  A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority. (see Exhibit 7 to Form T-1 filed
in connection with Registration Statement No. 333-106575 which is incorporated by reference).

           8.  Not applicable.

           9.  Not applicable.

                                                     SIGNATURE

            Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,  JPMorgan Chase Bank,
N.A., has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York, on the 8th day of December, 2004.

                                                    JPMORGAN CHASE BANK, N.A.

                                                    By  /s/ James M. Foley
                                                       ------------------------------------------------------------

                                                        -3-





                                                  Exhibit 7 to Form T-1


                                                    Bank Call Notice

                                                 RESERVE DISTRICT NO. 2
                                           CONSOLIDATED REPORT OF CONDITION OF

                                                   JPMorgan Chase Bank
                                      of 270 Park Avenue, New York, New York 10017
                                         and Foreign and Domestic Subsidiaries,
                                         a member of the Federal Reserve System,

                                     at the close of business September 30, 2004, in
                             accordance with a call made by the Federal Reserve Bank of this
                             District pursuant to the provisions of the Federal Reserve Act.


                                                                        Dollar Amounts
                     ASSETS                                              in Millions


Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin ..............................................................$  19,187
     Interest-bearing balances ......................................................   33,195
Securities:
Held to maturity securities..........................................................      121
Available for sale securities........................................................   53,698
Federal funds sold and securities purchased under
     agreements to resell ...........................................................
     Federal funds sold in domestic offices                                             33,011
     Securities purchased under agreements to resell                                    82,951
Loans and lease financing receivables:
     Loans and leases held for sale..................................................   17,558
     Loans and leases, net of unearned income     $171,323
     Less: Allowance for loan and lease losses       2,382
     Loans and leases, net of unearned income and
     allowance ....................................................................... 168,941
Trading Assets ....................................................................... 196,355
Premises and fixed assets (including capitalized leases)..............................   5,578
Other real estate owned ..............................................................     101
Investments in unconsolidated subsidiaries and
     associated companies.............................................................      94
Customers' liability to this bank on acceptances
     outstanding .....................................................................     391
Intangible assets
        Goodwill......................................................................   2,554
        Other Intangible assets.......................................................   5,411
Other assets .........................................................................  42,626

TOTAL ASSETS .........................................................................$661,772
                                                                                      ========



Page

                                                       LIABILITIES
Deposits
     In domestic offices ............................................................ $209,624
     Noninterest-bearing ..................................... $82,597
     Interest-bearing .........................................127,027
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's .........................................................  120,503
     Noninterest-bearing.....................................  $ 7,003
     Interest-bearing .......................................  113,500

Federal funds purchased and securities sold under agree-
ments to repurchase:
     Federal funds purchased in domestic offices                                        22,032
     Securities sold under agreements to repurchase                                     96,912
Trading liabilities ................................................................   107,450
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases).....................................     21,794
Bank's liability on acceptances executed and outstanding...........................        391
Subordinated notes and debentures .................................................     12,821
Other liabilities .................................................................     31,690
TOTAL LIABILITIES .................................................................    623,217
Minority Interest in consolidated subsidiaries.....................................        348

                                                     EQUITY CAPITAL

Perpetual preferred stock and related surplus......................................          0
Common stock ......................................................................      1,785
Surplus  (exclude all surplus related to preferred stock)..........................     16,954
Retained earnings..................................................................     20,050
Accumulated other comprehensive income.............................................       (582)
Other equity capital components....................................................          0
TOTAL EQUITY CAPITAL ..............................................................     38,207
                                                                                        ------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL                              $661,772
                                                                                      ========
I, Joseph L. Sclafani, E.V.P. &amp; Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                                    JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.



                                    WILLIAM B. HARRISON, JR.        )
                                    JAMES DIMON                     )DIRECTORS
                                    LAWRENCE A. BOSSIDY             )




</PRE>
</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.8
<SEQUENCE>23
<FILENAME>ex258s31204.htm
<DESCRIPTION>JPM CHASE AS GUARANTEE TRUSTEE SCE TRUST II
<TEXT>
<HTML>
<HEAD>
<TITLE>
Statement of Eligibility as Guarantee Trust SCE Trust II</TITLE>
</HEAD>
<BODY>
<PRE>
                        -------------------------------------------------------------------

                                      SECURITIES AND EXCHANGE COMMISSION
                                            Washington, D. C. 20549
                                           -------------------------

                                                   FORM T-1

                                           STATEMENT OF ELIGIBILITY
                                   UNDER THE TRUST INDENTURE ACT OF 1939 OF
                                  A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                                  -------------------------------------------
                              CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                                    A TRUSTEE PURSUANT TO SECTION 305(b)(2)
                                   ----------------------------------------

                                   JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
                              (Exact name of trustee as specified in its charter)

                                                                                              13-4994650
(State of incorporation                                                                 (I.R.S. employer
if not a national bank)                                                              identification No.)

1111 Polaris Parkway
Columbus, Ohio                                                                                     43271
(Address of principal executive offices)                                                      (Zip Code)

                                               Thomas F. Godfrey
                                 Vice President and Assistant General Counsel
                                   JPMorgan Chase Bank, National Association
                                      1 Chase Manhattan Plaza, 25th Floor
                                              New York, NY 10081
                                              Tel: (212) 552-2192
                           (Name, address and telephone number of agent for service)
                                 --------------------------------------------
                                                 SCE Trust II
                              (Exact name of obligor as specified in its charter)

California                                                                                    95-7104036
(State or other jurisdiction of                                                         (I.R.S. employer
incorporation or organization)                                                       identification No.)

2244 Walnut Grove Avenue
Rosemead, California                                                                               91770
(Address of principal executive offices)                                                      (Zip Code)


                               Guarantee of Preferred Securities of SCE Trust II
                                      (Title of the indenture securities)



Page



                                                    GENERAL

Item 1.  General Information.

         Furnish the following information as to the trustee:

         (a)  Name and address of each examining or supervising authority to which it is subject.

              Comptroller of the Currency, Washington, D.C.

              Board of Governors of the Federal Reserve System, Washington, D.C., 20551

Federal Deposit Insurance Corporation, Washington, D.C., 20429.


         (b)  Whether it is authorized to exercise corporate trust powers.

              Yes.


Item 2.  Affiliations with the Obligor and Guarantors.

         If the obligor or any guarantor is an affiliate of the trustee, describe each such affiliation.

         None.






                                                      -2-





Item 16.   List of Exhibits

           List below all exhibits filed as a part of this Statement of Eligibility.

           1.  A copy of  the Articles of Association of  JPMorgan Chase Bank, N.A. (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by
reference).

           2.  A copy of the Certificate of Authority of the Comptroller of the Currency for
the trustee to commence business. (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No.
333-106575 which is incorporated by reference).

           3.  None, the authority of the trustee to exercise corporate trust powers being
contained in the documents described in Exhibits 1 and 2.

           4.  A copy of the existing By-Laws of the Trustee. (see Exhibit 4 to Form T-1
filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

           5.  Not applicable.

           6.  The consent of the Trustee required by Section 321(b) of the Act.
(see Exhibit  6  to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated
by reference).

           7.  A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority. (see Exhibit 7 to Form T-1 filed
in connection with Registration Statement No. 333-106575 which is incorporated by reference).

           8.  Not applicable.

           9.  Not applicable.

                                                     SIGNATURE

            Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,  JPMorgan Chase Bank,
N.A., has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York, on the 8th day of December, 2004.

                                                    JPMORGAN CHASE BANK, N.A.

                                                    By  /s/ James M. Foley
                                                       ------------------------------------------------------------

                                                        -3-




                                                  Exhibit 7 to Form T-1


                                                    Bank Call Notice

                                                 RESERVE DISTRICT NO. 2
                                           CONSOLIDATED REPORT OF CONDITION OF

                                                   JPMorgan Chase Bank
                                      of 270 Park Avenue, New York, New York 10017
                                         and Foreign and Domestic Subsidiaries,
                                         a member of the Federal Reserve System,

                                     at the close of business September 30, 2004, in
                             accordance with a call made by the Federal Reserve Bank of this
                             District pursuant to the provisions of the Federal Reserve Act.


                                                                        Dollar Amounts
                     ASSETS                                              in Millions


Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin ..............................................................$  19,187
     Interest-bearing balances ......................................................   33,195
Securities:
Held to maturity securities..........................................................      121
Available for sale securities........................................................   53,698
Federal funds sold and securities purchased under
     agreements to resell ...........................................................
     Federal funds sold in domestic offices                                             33,011
     Securities purchased under agreements to resell                                    82,951
Loans and lease financing receivables:
     Loans and leases held for sale..................................................   17,558
     Loans and leases, net of unearned income     $171,323
     Less: Allowance for loan and lease losses       2,382
     Loans and leases, net of unearned income and
     allowance ....................................................................... 168,941
Trading Assets ....................................................................... 196,355
Premises and fixed assets (including capitalized leases)..............................   5,578
Other real estate owned ..............................................................     101
Investments in unconsolidated subsidiaries and
     associated companies.............................................................      94
Customers' liability to this bank on acceptances
     outstanding .....................................................................     391
Intangible assets
        Goodwill......................................................................   2,554
        Other Intangible assets.......................................................   5,411
Other assets .........................................................................  42,626

TOTAL ASSETS .........................................................................$661,772
                                                                                      ========



Page

                                                       LIABILITIES
Deposits
     In domestic offices ............................................................ $209,624
     Noninterest-bearing ..................................... $82,597
     Interest-bearing .........................................127,027
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's .........................................................  120,503
     Noninterest-bearing.....................................  $ 7,003
     Interest-bearing .......................................  113,500

Federal funds purchased and securities sold under agree-
ments to repurchase:
     Federal funds purchased in domestic offices                                        22,032
     Securities sold under agreements to repurchase                                     96,912
Trading liabilities ................................................................   107,450
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases).....................................     21,794
Bank's liability on acceptances executed and outstanding...........................        391
Subordinated notes and debentures .................................................     12,821
Other liabilities .................................................................     31,690
TOTAL LIABILITIES .................................................................    623,217
Minority Interest in consolidated subsidiaries.....................................        348

                                                     EQUITY CAPITAL

Perpetual preferred stock and related surplus......................................          0
Common stock ......................................................................      1,785
Surplus  (exclude all surplus related to preferred stock)..........................     16,954
Retained earnings..................................................................     20,050
Accumulated other comprehensive income.............................................       (582)
Other equity capital components....................................................          0
TOTAL EQUITY CAPITAL ..............................................................     38,207
                                                                                        ------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL                              $661,772
                                                                                      ========
I, Joseph L. Sclafani, E.V.P. &amp; Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                                    JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.



                                    WILLIAM B. HARRISON, JR.        )
                                    JAMES DIMON                     )DIRECTORS
                                    LAWRENCE A. BOSSIDY             )





</PRE>
</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.9
<SEQUENCE>24
<FILENAME>ex259s31204.htm
<DESCRIPTION>JPM CHASE AS GUARANTEE TRUSTEE SCE III
<TEXT>
<HTML>
<HEAD>
<TITLE>
Statement of Eligibility as Guarantee Trustee - SCE Trust III</TITLE>
</HEAD>
<BODY>
<PRE>
                        -------------------------------------------------------------------

                                      SECURITIES AND EXCHANGE COMMISSION
                                            Washington, D. C. 20549
                                           -------------------------

                                                   FORM T-1

                                           STATEMENT OF ELIGIBILITY
                                   UNDER THE TRUST INDENTURE ACT OF 1939 OF
                                  A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                                  -------------------------------------------
                              CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                                    A TRUSTEE PURSUANT TO SECTION 305(b)(2)
                                   ----------------------------------------

                                   JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
                              (Exact name of trustee as specified in its charter)

                                                                                              13-4994650
(State of incorporation                                                                 (I.R.S. employer
if not a national bank)                                                              identification No.)

1111 Polaris Parkway
Columbus, Ohio                                                                                     43271
(Address of principal executive offices)                                                      (Zip Code)

                                               Thomas F. Godfrey
                                 Vice President and Assistant General Counsel
                                   JPMorgan Chase Bank, National Association
                                      1 Chase Manhattan Plaza, 25th Floor
                                              New York, NY 10081
                                              Tel: (212) 552-2192
                           (Name, address and telephone number of agent for service)
                                 --------------------------------------------
                                                 SCE Trust III
                              (Exact name of obligor as specified in its charter)

California                                                                                             ?
(State or other jurisdiction of                                                         (I.R.S. employer
incorporation or organization)                                                       identification No.)

2244 Walnut Grove Avenue
Rosemead, California                                                                               91770
(Address of principal executive offices)                                                      (Zip Code)


                              Guarantee of Preferred Securities of SCE Trust III
                                      (Title of the indenture securities)







                                                    GENERAL

Item 1.  General Information.

         Furnish the following information as to the trustee:

         (a)  Name and address of each examining or supervising authority to which it is subject.

              Comptroller of the Currency, Washington, D.C.

              Board of Governors of the Federal Reserve System, Washington, D.C., 20551

Federal Deposit Insurance Corporation, Washington, D.C., 20429.


         (b)  Whether it is authorized to exercise corporate trust powers.

              Yes.


Item 2.  Affiliations with the Obligor and Guarantors.

         If the obligor or any guarantor is an affiliate of the trustee, describe each such affiliation.

         None.






                                                      -2-





Item 16.   List of Exhibits

           List below all exhibits filed as a part of this Statement of Eligibility.

           1.  A copy of  the Articles of Association of  JPMorgan Chase Bank, N.A. (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by
reference).

           2.  A copy of the Certificate of Authority of the Comptroller of the Currency for
the trustee to commence business. (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No.
333-106575 which is incorporated by reference).

           3.  None, the authority of the trustee to exercise corporate trust powers being
contained in the documents described in Exhibits 1 and 2.

           4.  A copy of the existing By-Laws of the Trustee. (see Exhibit 4 to Form T-1
filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

           5.  Not applicable.

           6.  The consent of the Trustee required by Section 321(b) of the Act.
(see Exhibit  6  to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated
by reference).

           7.  A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority. (see Exhibit 7 to Form T-1 filed
in connection with Registration Statement No. 333-106575 which is incorporated by reference).

           8.  Not applicable.

           9.  Not applicable.

                                                     SIGNATURE

            Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,  JPMorgan Chase Bank,
N.A., has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York, on the 8th day of December, 2004.

                                                    JPMORGAN CHASE BANK, N.A.

                                                    By  /s/ James M. Foley
                                                       ------------------------------------------------------------

                                                        -3-



                                                  Exhibit 7 to Form T-1


                                                    Bank Call Notice

                                                 RESERVE DISTRICT NO. 2
                                           CONSOLIDATED REPORT OF CONDITION OF

                                                   JPMorgan Chase Bank
                                      of 270 Park Avenue, New York, New York 10017
                                         and Foreign and Domestic Subsidiaries,
                                         a member of the Federal Reserve System,

                                     at the close of business September 30, 2004, in
                             accordance with a call made by the Federal Reserve Bank of this
                             District pursuant to the provisions of the Federal Reserve Act.


                                                                        Dollar Amounts
                     ASSETS                                              in Millions


Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin ..............................................................$  19,187
     Interest-bearing balances ......................................................   33,195
Securities:
Held to maturity securities..........................................................      121
Available for sale securities........................................................   53,698
Federal funds sold and securities purchased under
     agreements to resell ...........................................................
     Federal funds sold in domestic offices                                             33,011
     Securities purchased under agreements to resell                                    82,951
Loans and lease financing receivables:
     Loans and leases held for sale..................................................   17,558
     Loans and leases, net of unearned income     $171,323
     Less: Allowance for loan and lease losses       2,382
     Loans and leases, net of unearned income and
     allowance ....................................................................... 168,941
Trading Assets ....................................................................... 196,355
Premises and fixed assets (including capitalized leases)..............................   5,578
Other real estate owned ..............................................................     101
Investments in unconsolidated subsidiaries and
     associated companies.............................................................      94
Customers' liability to this bank on acceptances
     outstanding .....................................................................     391
Intangible assets
        Goodwill......................................................................   2,554
        Other Intangible assets.......................................................   5,411
Other assets .........................................................................  42,626

TOTAL ASSETS .........................................................................$661,772
                                                                                      ========



Page

                                                       LIABILITIES
Deposits
     In domestic offices ............................................................ $209,624
     Noninterest-bearing ..................................... $82,597
     Interest-bearing .........................................127,027
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's .........................................................  120,503
     Noninterest-bearing.....................................  $ 7,003
     Interest-bearing .......................................  113,500

Federal funds purchased and securities sold under agree-
ments to repurchase:
     Federal funds purchased in domestic offices                                        22,032
     Securities sold under agreements to repurchase                                     96,912
Trading liabilities ................................................................   107,450
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases).....................................     21,794
Bank's liability on acceptances executed and outstanding...........................        391
Subordinated notes and debentures .................................................     12,821
Other liabilities .................................................................     31,690
TOTAL LIABILITIES .................................................................    623,217
Minority Interest in consolidated subsidiaries.....................................        348

                                                     EQUITY CAPITAL

Perpetual preferred stock and related surplus......................................          0
Common stock ......................................................................      1,785
Surplus  (exclude all surplus related to preferred stock)..........................     16,954
Retained earnings..................................................................     20,050
Accumulated other comprehensive income.............................................       (582)
Other equity capital components....................................................          0
TOTAL EQUITY CAPITAL ..............................................................     38,207
                                                                                        ------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL                              $661,772
                                                                                      ========
I, Joseph L. Sclafani, E.V.P. &amp; Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                                    JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.



                                    WILLIAM B. HARRISON, JR.        )
                                    JAMES DIMON                     )DIRECTORS
                                    LAWRENCE A. BOSSIDY             )







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