EX-1 3 exh1ua.htm UNDERWRITING AGREEMENT FOR 8-K

Exhibit 1 UA for 8-K

                                        Southern California Edison Company

                   $300,000,000 4.65% First and Refunding Mortgage Bonds, Series 2004F Due 2015

                   $350,000,000 5.75% First and Refunding Mortgage Bonds, Series 2004G Due 2035

                                              Underwriting Agreement

                                                                                                 New York, New York

                                                                                                     March 23, 2004

Citigroup Global Markets Inc.
J.P. Morgan Securities Inc.
   As Representatives of the several Underwriters,
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York  10013

Ladies and Gentlemen:

                  Southern  California  Edison  Company,  a  corporation  organized  under the laws of the State of
California  (the  "Company"),  proposes  to sell to the  several  underwriters  named in  Schedule  I  hereto  (the
"Underwriters"), for whom you (the "Representatives") are acting as representatives,  $300,000,000 principal amount
of  its  4.65%  First  and  Refunding   Mortgage   Bonds,   Series  2004F,   Due  2015  (the  "2004F   Bonds")  and
$350,000,000 principal  amount of its 5.75% First and Refunding Mortgage Bonds,  Series 2004G, Due 2035 (the "2004G
Bonds"  and,  together  with the  2004F  Bonds,  the  "Securities"),  to be  issued  under  the One  Hundred  Third
Supplemental  Indenture  (the  "Supplemental  Indenture")  to be dated as of March 23, 2004,  to a Trust  Indenture
dated as of October 1, 1923 (the  "Trust  Indenture"  and,  as  supplemented  by the  Supplemental  Indenture,  the
"Indenture")  between the Company and The Bank of New York, as successor to Harris Trust and Savings Bank, and D.G.
Donovan,  as successor  trustee to  Pacific-Southwest  Trust & Savings Bank, as trustees (the  "Trustees").  To the
extent there are no additional  Underwriters listed on Schedule I other than you, the term  Representatives as used
herein  shall mean you, as  Underwriters,  and the terms  Representatives  and  Underwriters  shall mean either the
singular or plural as the context  requires.  Any reference  herein to the  Registration  Statement,  a Preliminary
Prospectus  or the  Prospectus  shall be deemed to refer to and include the  documents  incorporated  by  reference
therein  pursuant to Item 12 of Form S-3 which were filed under the  Exchange Act on or before the  Effective  Date
of the Registration Statement or the issue date of such Preliminary  Prospectus or the Prospectus,  as the case may
be; and any  reference  herein to the terms  amend,  amendment  or  supplement  with  respect  to the  Registration
Statement,  any Preliminary  Prospectus or the Prospectus shall be deemed to refer to and include the filing of any
document under the Exchange Act after the Effective Date of the  Registration  Statement,  or the issue date of any
Preliminary Prospectus or the Prospectus, as the

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case may be,  deemed to be  incorporated  therein by  reference.  Certain  terms used  herein are
defined in Section 17 hereof.

1.       Representations  and  Warranties.   The  Company  represents  and  warrants  to,  and  agrees  with,  each
Underwriter as set forth below in this Section 1.

(a)      The Company meets the  requirements  for use of Form S-3 under the Act and has prepared and filed with the
         Commission  a  registration   statement  (file  number  333-109764)  on  Form S-3,   including  a  related
         preliminary  prospectus,  for registration  under the Act of the offering and sale of the Securities.  The
         Company may have filed one or more amendments thereto,  including a related preliminary  prospectus,  each
         of which has  previously  been  furnished to you. The Company  will next file with the  Commission  one of
         the  following:  either  (1) prior  to the  Effective  Date  of such  registration  statement,  a  further
         amendment  to such  registration  statement,  including  the form of final  prospectus  or  (2) after  the
         Effective  Date of such  registration  statement,  a final  prospectus in  accordance  with Rules 430A and
         424(b).  In the case of clause (2),  the Company has included in such registration  statement,  as amended
         at the Effective  Date, all  information  (other than Rule 430A  Information)  required by the Act and the
         rules  thereunder  to be  included in such  registration  statement  and the  Prospectus.  As filed,  such
         amendment  and  form of  final  prospectus,  or  such  final  prospectus,  shall  contain  all  Rule  430A
         Information,  together  with  all  other  such  required  information,  and,  except  to  the  extent  the
         Representatives  shall agree in writing to a  modification,  shall be in all  substantive  respects in the
         form furnished to you prior to the Execution  Time or, to the extent not completed at the Execution  Time,
         shall contain only such specific  additional  information  and other changes (beyond that contained in the
         latest  Preliminary  Prospectus)  as the Company has advised you,  prior to the  Execution  Time,  will be
         included or made therein.

(b)      On the Effective  Date,  the  Registration  Statement did or will,  and when the Prospectus is first filed
         (if required) in accordance with Rule 424(b) and on the Closing Date (as defined  herein),  the Prospectus
         (and any supplements  thereto) will, comply in all material  respects with the applicable  requirements of
         the Act,  the  Exchange  Act and the Trust  Indenture  Act and the  respective  rules  thereunder;  on the
         Effective  Date and at the  Execution  Time,  the  Registration  Statement did not or will not contain any
         untrue  statement of a material fact or omit to state any material  fact required to be stated  therein or
         necessary  in order to make the  statements  therein  not  misleading;  on the  Effective  Date and on the
         Closing Date the Indenture did or will comply in all material  respects with the  applicable  requirements
         of the Trust Indenture Act and the rules  thereunder;  and, on the Effective Date, the Prospectus,  if not
         filed  pursuant to Rule  424(b),  will not,  and on the date of any filing  pursuant to Rule 424(b) and on
         the Closing Date, the  Prospectus  (together  with any  supplement  thereto) will not,  include any untrue
         statement of a material  fact or omit to state a material fact  necessary in order to make the  statements
         therein,  in the  light of the  circumstances  under  which  they were  made,  not  misleading;  provided,
         however,  that the Company makes no  representations or warranties as to (i) that part of the Registration
         Statement  which shall  constitute the Statement of  Eligibility  and  Qualification  (Form T-1) under the
         Trust  Indenture  Act  of  the  Trustees  or  (ii) the  information  contained  in  or  omitted  from  the
         Registration Statement, or the



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         Prospectus (or any supplement  thereto) in reliance upon and in conformity with  information  furnished in
         writing to the Company by or on behalf of any Underwriter  through the  Representatives  specifically  for
         inclusion in the Registration Statement or the Prospectus (or any supplement thereto).

(c)      The  Company  is not  and,  after  giving  effect  to the  offering  and  sale of the  Securities  and the
         application of the proceeds  thereof as described in the Prospectus,  will not be an "investment  company"
         as defined in the Investment Company Act of 1940, as amended.

(d)      The Company has been duly  incorporated  and is validly  existing as a corporation  in good standing under
         the laws of the State of California  with full corporate  power and authority to own or lease, as the case
         may be, and to operate its  properties  and conduct its business as described  in the  Prospectus,  and is
         duly  qualified to do business as a foreign  corporation  and is in good  standing  under the laws of each
         jurisdiction that requires such qualification.

(e)      There is no  franchise,  contract  or other  document  of a  character  required  to be  described  in the
         Registration  Statement or  Prospectus,  or to be filed as an exhibit  thereto,  which is not described or
         filed as required;  and the statements in the Prospectus under the heading "Summary-- Southern  California
         Edison  Company"  and  the  statements  incorporated  into  the  Prospectus  from  the  sections  entitled
         "Regulation" and  "Environmental  Matters" in the Company's Annual Report on Form 10-K for the fiscal year
         ended December 31, 2003 (the "Form 10-K"),  which is incorporated  into the Prospectus,  fairly  summarize
         the matters therein described in all material respects.

(f)      This Agreement has been duly authorized, executed and delivered by the Company.

(g)      The Securities and the Indenture  conform in all material  respects to the description  thereof  contained
         in the  Prospectus;  each of the Trust Indenture and the  Supplemental  Indenture has been duly authorized
         by the Company and,  assuming due  authorization,  execution  and delivery  thereof by the  Trustees,  the
         Trust  Indenture  constitutes  and, as  supplemented  by the  Supplemental  Indenture  when  executed  and
         delivered by the Company,  will constitute a legal, valid, and binding instrument  enforceable against the
         Company  in  accordance  with its  terms  (subject,  as to  enforcement  of  remedies,  to (A)  applicable
         bankruptcy,  fraudulent  conveyance,   fraudulent  transfer,   reorganization,   insolvency,   moratorium,
         equitable  subordination or other laws affecting  creditors'  rights generally from time to time in effect
         and to general  principles  of  equity,  (B) the terms of the  franchises,  licenses,  easements,  leases,
         permits,  contracts and other instruments under which the mortgaged  property is held or operated,  (C) as
         to its enforceability in respect of the Company's  interest in nuclear energy  facilities,  the provisions
         of the Atomic Energy Act of 1954 and regulations  thereunder,  (D) as to its  enforceability in respect of
         the interest of the Company in the Four Corners  Generating  Station and the easement and lease  therefor,
         to possible defects in title,  including  possible  conflicting  grants or encumbrances not  ascertainable
         because of the absence of or  inadequacies  in the  applicable  recording law and the record system of the
         Bureau of



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         Indian  Affairs  and the  Navajo  Nation,  to the  possible  inability  of the  Company to resort to legal
         process to enforce its rights  against the Navajo Nation  without  Congressional  consent and, in the case
         of the Company's lease, to possible  impairment or termination under certain  circumstances by Congress or
         the  Secretary  of the Interior and (E) such other  liens,  prior  rights and  encumbrances  none of which
         (with the possible exception of the matter referred to in clause (D) above),  with immaterial  exceptions,
         affects  from a legal  standpoint  the  security  for the  Securities,  the  ability  of the  Trustees  to
         foreclose on the property  subject to the liens  created by the  Indenture or the  Company's  right to use
         such properties in its business);  the Securities have been duly and validly authorized,  and, when issued
         and  delivered  to and paid for by the  Underwriters  pursuant to this  Agreement,  will be fully paid and
         nonassessable.

(h)      No consent, approval,  authorization,  filing with or order of any court or governmental agency or body is
         required in connection with the transactions  contemplated  herein,  except such as have been obtained (i)
         under the Act, (ii) from the  California  Public  Utilities  Commission  and (iii) such as may be required
         under the blue sky laws of any  jurisdiction  in  connection  with the  purchase and  distribution  of the
         Securities by the Underwriters in the manner contemplated herein and in the Prospectus.

(i)      All such  filings,  recordings,  indexings  and  postings to  geographical  indexes  have been made in (x)
         county real estate  records or offices of county  recorders,  (y) Federal and State  offices,  bureaus and
         agencies and (z) offices of the Navajo Nation as are necessary under  applicable law to perfect,  preserve
         and protect the lien created by the  Indenture  or ensure that such  filings,  recordations,  postings and
         indexings are fully effective to give constructive  notice,  constructive  knowledge or implied notice, as
         applicable,   of  such  lien  and  the  property  subject  thereto  to  all  purchasers,   mortgagees  and
         encumbrancers  of such property  (other than  after-acquired  property) who become such  subsequent to the
         date of such recording, filing, posting or indexing.

(j)      The Indenture will  constitute a legally valid first lien or charge,  to the extent that it purports to be
         such,  on  substantially  all of the  property  now owned by the  Company to the extent and subject to the
         exceptions,  defects,  qualifications  and other matters set forth or referred to in the  Prospectus or in
         Section 1(g) of this Agreement,  and to such other matters that do not materially  affect the security for
         the Securities.

(k)      Neither  the issue  and sale of the  Securities  nor the  consummation  of any  other of the  transactions
         herein  contemplated  nor the  fulfillment of the terms hereof will conflict  with,  result in a breach or
         violation  of,  or  imposition  of any lien,  charge or  encumbrance  upon any  property  or assets of the
         Company  pursuant to, (i) the  charter or by-laws of the Company,  (ii) the terms of any indenture  (other
         than,  solely with respect to the imposition of liens,  charges and  encumbrances  upon property or assets
         of the  Company or SCE  Funding  LLC,  the lien  created  by the  Indenture  in favor of the  Securities),
         contract, lease, mortgage, deed of trust, note agreement,  loan agreement or other agreement,  obligation,
         condition,  covenant  or  instrument  to which the  Company or SCE  Funding  LLC is a party or bound or to
         which its or their property is subject, or (iii) any statute, law, rule,  regulation,  judgment,  order or
         decree  applicable  to the Company of any court,  regulatory  body,  administrative  agency,  governmental
         body,



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         arbitrator or other authority having jurisdiction over the Company  or any of its properties.

(l)      The  consolidated  historical  financial  statements  and  schedules  of the Company and its  consolidated
         subsidiaries  incorporated by reference in the Prospectus and the  Registration  Statement (the "Financial
         Statements")  present fairly in all material respects the financial  condition,  results of operations and
         cash  flows of the  Company  as of the dates  and for the  periods  indicated,  comply as to form with the
         applicable  accounting  requirements  of the Act and have  been  prepared  in  conformity  with  generally
         accepted  accounting  principles  applied on a consistent basis throughout the periods involved (except as
         otherwise  noted  therein).  The selected  financial  data  incorporated  by  reference  under the caption
         "Selected  Financial  Data" in the Company's  Form 10-K,  incorporated  by reference in the Prospectus and
         Registration  Statement  fairly present,  on the basis stated in the Form 10-K, the  information  included
         therein.  The  financial  information  included  or  incorporated  in the  Prospectus  complies  with  the
         requirements of Regulation G and Item 10(e) of Regulation S-K under the Act.

(m)      Arthur  Andersen  LLP, who certified  certain  financial  statements  of the Company and its  consolidated
         subsidiaries  and delivered their report with respect to such audited  consolidated  financial  statements
         incorporated  by  reference  in  the  Prospectus  and  Registration  Statement,  were  independent  public
         accountants  with respect to the Company within the meaning of the Act and the applicable  published rules
         and  regulations  thereunder for the periods so reported prior to their  replacement by the Company on May
         8, 2002;  PricewaterhouseCoopers  LLP, who have certified certain financial  statements of the Company and
         its  consolidated  subsidiaries  and  delivered  their  report with  respect to the  audited  consolidated
         financial  statements and schedules for the year ended December 31, 2003  incorporated by reference in the
         Prospectus,  are independent  public accountants with respect to the Company within the meaning of the Act
         and the applicable published rules and regulations thereunder.

(n)      No action,  suit or proceeding  by or before any court or  governmental  agency,  authority or body or any
         arbitrator  involving the Company or any of its  subsidiaries  or its or their  property is pending or, to
         the best knowledge of the Company,  threatened  that  (i) could  reasonably be expected to have a material
         adverse  effect on the  performance  of this  Agreement  or the  consummation  of any of the  transactions
         contemplated  hereby or (ii) could  reasonably be expected to have a Material  Adverse  Effect,  except as
         set forth in or contemplated in the Prospectus (exclusive of any supplement thereto).

(o)      The Company and its subsidiaries  maintain a system of internal  accounting controls sufficient to provide
         reasonable  assurance  that  (i) transactions  are executed in  accordance  with  management's  general or
         specific  authorizations;  (ii) transactions  are recorded as necessary to permit preparation of financial
         statements  in  conformity  with  generally   accepted   accounting   principles  and  to  maintain  asset
         accountability;  (iii) access  to assets is permitted  only in  accordance  with  management's  general or
         specific authorization; and (iv) the recorded accountability for assets is



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         compared with the existing  assets at reasonable  intervals and  appropriate  action is taken with respect
         to any differences.

(p)      Neither the Company  nor,  with  respect to (ii) below,  SCE Funding is in violation or default of (i) any
         provision of its charter or bylaws,  (ii) the terms of any indenture,  contract,  lease, mortgage, deed of
         trust, note agreement, loan agreement or other agreement,  obligation,  condition,  covenant or instrument
         to which it is a party or bound or to which its property is subject,  or  (iii) any  statute,  law,  rule,
         regulation,  judgment, order or decree of any court, regulatory body, administrative agency,  governmental
         body,  arbitrator or other authority  having  jurisdiction  over the Company or any of its properties,  as
         applicable  (except,  in the case of clauses (ii) and (iii), for such violations or defaults as would not,
         in the aggregate, have a Material Adverse Effect).

(q)      The  Company  possesses  all  licenses,  certificates,  permits  and  other  authorizations  issued by the
         appropriate  national and local U.S. federal and state regulatory  authorities  necessary to conduct their
         respective  businesses,  and the  Company  has not  received  any notice of  proceedings  relating  to the
         revocation or  modification  of any such  certificate,  authorization  or permit  which,  singly or in the
         aggregate,  if the subject of an unfavorable  decision,  ruling or finding,  would have a Material Adverse
         Effect, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto).

(r)      The Company is (i) in compliance  with any and all  applicable  national and local U.S.  federal and state
         laws and regulations  relating to the protection of human health and safety,  the environment or hazardous
         or toxic substances or wastes,  pollutants or contaminants  ("Environmental  Laws"), (ii) has received and
         are in  compliance  with all  permits,  licenses  or other  approvals  required  of them under  applicable
         Environmental  Laws to conduct  their  respective  businesses  and  (iii) has  not received  notice of any
         actual or  potential  liability  for the  investigation  or  remediation  of any  disposal  or  release of
         hazardous or toxic  substances or wastes,  pollutants or  contaminants,  except where such  non-compliance
         with Environmental  Laws, failure to receive required permits,  licenses or other approvals,  or liability
         would  not have a  Material  Adverse  Effect,  except as set forth in or  contemplated  in the  Prospectus
         (exclusive of any supplement  thereto).  Except as set forth in the  Prospectus,  the Company has not been
         named as a "potentially responsible party" under the Comprehensive  Environmental Response,  Compensation,
         and Liability Act of 1980, as amended.

(s)      In the ordinary  course of its  business,  the Company  periodically  reviews the effect of  Environmental
         Laws on the business,  operations and properties of the Company,  in the course of which it identifies and
         evaluates  associated  costs and  liabilities  (including,  without  limitation,  any capital or operating
         expenditures  required for clean-up,  closure of properties or compliance with Environmental  Laws, or any
         permit,  license  or  approval,  any  related  constraints  on  operating  activities  and  any  potential
         liabilities to third  parties).  On the basis of such review,  the Company has  reasonably  concluded that
         such associated  costs and  liabilities  would not,  singly or in the aggregate,  have a Material  Adverse
         Effect, except as set forth in the Prospectus (exclusive of any supplement thereto).



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         No holders of  securities  of the Company have rights to the  registration  of such  securities  under the
         Registration Statement.

(t)      The Company  owns or leases all such  properties  as are  necessary  to the conduct of its  operations  as
         presently conducted.

(u)      The Company has not taken,  directly or  indirectly,  any action  designed to or that would  constitute or
         that  might  reasonably  be  expected  to cause  or  result  in,  under  the  Exchange  Act or  otherwise,
         stabilization  or  manipulation  of the price of any  security  of the Company to  facilitate  the sale or
         resale of the Securities.

(v)      Except  as set  forth in the  Prospectus  (exclusive  of any  supplement  thereto),  the  minimum  funding
         standard under Section 302 of the Employee  Retirement  Income  Security Act of 1974, as amended,  and the
         regulations  and  published  interpretations  thereunder  ("ERISA"),  has been  satisfied by each "pension
         plan" (as  defined in Section  3(2) of ERISA)  which has been  established  or  maintained  by the Company
         and/or one or more of its  subsidiaries,  and the trust  forming  part of each such plan which is intended
         to be qualified  under Section 401 of the Code is so qualified;  each of the Company and its  subsidiaries
         has  fulfilled its  obligations,  if any,  under Section 515 of ERISA;  each pension plan and welfare plan
         established  or maintained by the Company and/or one or more of its  subsidiaries  is in compliance in all
         material  respects with the currently  applicable  provisions of ERISA; and neither the Company nor any of
         its  subsidiaries  has incurred or could  reasonably be expected to incur any withdrawal  liability  under
         Section 4201 of ERISA,  any liability  under Section 4062,  4063, or 4064 of ERISA, or any other liability
         under Title IV of ERISA.

(w)      Except as disclosed in the  Registration  Statement and the Prospectus,  the Company (i) does not have any
         material  lending  or other  relationship  with any bank or  lending  affiliate  of the  Underwriters  and
         (ii) does  not intend to use any of the proceeds  from the sale of the  Securities  hereunder to repay any
         outstanding debt owed to any affiliate of the Underwriters.

(x)      There  is and has been no  failure  on the  part of the  Company  and any of the  Company's  directors  or
         officers,  in their  capacities as such, to comply with Section 401 of the Sarbanes  Oxley Act of 2002 and
         the rules and  regulations  promulgated  in connection  therewith  (the  "Sarbanes  Oxley Act") related to
         loans.

                  Any  certificate  signed by any officer of the Company and  delivered to the  Representatives  or
counsel for the  Underwriters  in connection with the offering of the Securities  shall be deemed a  representation
and warranty by the Company, as to matters covered thereby, to each Underwriter.

2.       Purchase  and Sale.  Subject to the terms and  conditions  and in reliance  upon the  representations  and
warranties  herein set forth,  (i) the Company agrees to sell to each  Underwriter,  and each  Underwriter  agrees,
severally  and not jointly,  to purchase  from the  Company,  (a) at a purchase  price of 99.048% of the  principal
amount thereof,  the principal amount of the 2004F Bonds set forth opposite such  Underwriter's  name in Schedule I
hereto, and



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(b) at a purchase price of 99.081% of the principal  amount  thereof,  the principal  amount of the 2004G Bonds set
forth  opposite such  Underwriter's  name in Schedule I hereto;  and (ii) the  Underwriters  agree to reimburse the
Company $705,000 of the Company's expenses related to the offering.

3.       Delivery  and Payment.  Delivery of and payment for the  Securities  shall be made at  10:00 AM,  New York
City  time,  on March 26,  2004 or at such time on such  later  date not more than  five  Business  Days  after the
foregoing date as the  Representatives  shall designate,  which date and time may be postponed by agreement between
the  Representatives  and the  Company or as  provided  in Section 9 hereof  (such  date and time of  delivery  and
payment for the Securities  being herein called the "Closing  Date").  Delivery of the Securities  shall be made to
the  Representatives  for the  respective  accounts  of the  several  Underwriters  against  payment by the several
Underwriters  through the  Representatives  of the  purchase  price  thereof to or upon the order of the Company by
wire transfer  payable in same-day funds to an account  specified by the Company.  Delivery of the Securities shall
be made  through the  facilities  of The  Depository  Trust  Company  unless the  Representatives  shall  otherwise
instruct.

4.       Offering  by  Underwriters.  It  is  understood  that  the  several  Underwriters  propose  to  offer  the
Securities for sale to the public as set forth in the Prospectus.

5.       Agreements.  The Company agrees with the several Underwriters that:

(a)      The  Company  will use its best  efforts to cause the  Registration  Statement,  if not  effective  at the
         Execution  Time,  and any  amendment  thereof,  to  become  effective.  Prior  to the  termination  of the
         offering of the  Securities,  the Company  will not file any  amendment of the  Registration  Statement or
         supplement to the Prospectus or any Rule 462(b)  Registration  Statement  unless the Company has furnished
         you a copy for your review prior to filing and will not file any such  proposed  amendment  or  supplement
         to which you reasonably  object.  Subject to the foregoing  sentence,  if the  Registration  Statement has
         become or becomes  effective  pursuant to Rule 430A,  or filing of the  Prospectus  is otherwise  required
         under Rule 424(b),  the Company will cause the Prospectus,  properly completed, and any supplement thereto
         to be filed in a form  approved by the  Representatives  with the  Commission  pursuant to the  applicable
         paragraph of Rule 424(b)  within the time period prescribed and will provide evidence  satisfactory to the
         Representatives  of such timely  filing.  The Company will promptly  advise the  Representatives  (1) when
         the  Registration  Statement,  if not  effective  at the  Execution  Time,  shall have  become  effective,
         (2) when  the  Prospectus,  and any  supplement  thereto,  shall  have been filed (if  required)  with the
         Commission  pursuant to Rule 424(b) or when any Rule 462(b)  Registration  Statement shall have been filed
         with the Commission,  (3) when,  prior to termination of the offering of the Securities,  any amendment to
         the  Registration  Statement  shall  have been  filed or  become  effective,  (4) of  any  request  by the
         Commission or its staff for any amendment of the Registration Statement,  or any Rule 462(b)  Registration
         Statement,  or for  any  supplement  to the  Prospectus  or for any  additional  information,  (5) of  the
         issuance by the Commission of any stop order suspending the  effectiveness  of the Registration  Statement
         or the  institution  or  threatening  of any  proceeding  for that  purpose  and (6) of the receipt by the
         Company of any notification with respect to the suspension of the qualification of the



Page 8

         Securities  for sale in any  jurisdiction  or the  institution  or  threatening of any proceeding for such
         purpose.  The  Company  will use its best  efforts to prevent  the  issuance of any such stop order or the
         suspension  of any such  qualification  and,  if  issued,  to obtain as soon as  possible  the  withdrawal
         thereof.

(b)      If, at any time when a prospectus  relating to the  Securities is required to be delivered  under the Act,
         any event  occurs as a result of which the  Prospectus  as then  supplemented  would  include  any  untrue
         statement of a material fact or omit to state any material fact necessary to make the  statements  therein
         in the light of the circumstances  under which they were made not misleading,  or if it shall be necessary
         to amend the  Registration  Statement or supplement  the Prospectus to comply with the Act or the Exchange
         Act or the respective rules thereunder,  the Company promptly will (1) notify the  Representatives of such
         event;  (2) prepare and file with the Commission,  subject to the second sentence of paragraph (a) of this
         Section 5,  an  amendment  or  supplement  which will  correct  such  statement or omission or effect such
         compliance;  and (3) supply any  supplemented  Prospectus to you in such  quantities as you may reasonably
         request.

(c)      As soon as  practicable,  the Company will make  generally  available  to its security  holders and to the
         Representatives  an earnings  statement  or  statements  of the Company  and its  subsidiaries  which will
         satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.

(d)      The Company will furnish to the Representatives and counsel for the Underwriters,  without charge,  signed
         copies of the Registration  Statement  (including  exhibits  thereto) and to each other Underwriter a copy
         of the Registration  Statement  (without  exhibits thereto) and, so long as delivery of a prospectus by an
         Underwriter  or dealer may be required by the Act, as many copies of each  Preliminary  Prospectus and the
         Prospectus and any supplement  thereto as the  Representatives  may reasonably  request.  The Company will
         pay the expenses of printing or other production of all documents relating to the offering.

(e)      The Company will arrange,  if necessary,  for the  qualification of the Securities for sale under the laws
         of such jurisdictions as the  Representatives  may designate,  will maintain such qualifications in effect
         so long  as  required  for  the  distribution  of the  Securities  and  will  pay any fee of the  National
         Association of Securities Dealers,  Inc., in connection with its review of the offering;  provided that in
         no event shall the Company be  obligated  to qualify to do  business in any  jurisdiction  where it is not
         now so  qualified or to take any action that would  subject it to service of process in suits,  other than
         those  arising out of the offering or sale of the  Securities in any  jurisdiction  where it is not now so
         subject.

(f)      The Company will not, without the prior written consent of the  Representatives,  offer, sell, contract to
         sell,  pledge,  or  otherwise  dispose of, (or enter into any  transaction  which is designed to, or might
         reasonably  be  expected  to,  result in the  disposition  (whether  by actual  disposition  or  effective
         economic  disposition  due to cash settlement or otherwise) by the Company or any affiliate of the Company
         or any person in privity with the Company or any affiliate of the Company) directly or indirectly,



Page 9

         including the filing (or  participation in the filing) of a registration  statement with the Commission in
         respect  of, or  establish  or  increase  a put  equivalent  position  or  liquidate  or  decrease  a call
         equivalent  position within the meaning of Section 16 of the Exchange Act, any debt  securities  issued or
         guaranteed  by the Company  (other than the  Securities)  or publicly  announce an intention to effect any
         such transaction for a period commencing on the date hereof and ending on the Closing Date.

(g)      The Company will not take,  directly or  indirectly,  any action  designed to or that would  constitute or
         that  might  reasonably  be  expected  to cause  or  result  in,  under  the  Exchange  Act or  otherwise,
         stabilization  or  manipulation  of the price of any  security  of the Company to  facilitate  the sale or
         resale of the Securities.

6.       Conditions to the Obligations of the  Underwriters.  The  obligations of the  Underwriters to purchase the
Securities  and to reimburse  the Company for expenses,  as described in Section 2 hereof,  shall be subject to the
accuracy of the  representations  and  warranties on the part of the Company  contained  herein as of the Execution
Time and the Closing Date, to the accuracy of the  statements of the Company made in any  certificates  pursuant to
the  provisions  hereof,  to the  performance  by the Company of its  obligations  hereunder  and to the  following
additional conditions:

(a)      If the  Registration  Statement  has  not  become  effective  prior  to the  Execution  Time,  unless  the
         Representatives  agree in writing to a later time, the  Registration  Statement will become  effective not
         later than (i) 6:00 PM New York City time, on the date of  determination  of the public offering price, if
         such  determination  occurred  at or prior to 3:00 PM New York City time on such date or  (ii) 9:30  AM on
         the  Business  Day  following  the  day on  which  the  public  offering  price  was  determined,  if such
         determination  occurred  after 3:00 PM New York City time on such date;  if filing of the  Prospectus,  or
         any supplement  thereto,  is required  pursuant to Rule 424(b),  the Prospectus,  and any such supplement,
         will be filed in the  manner  and  within  the time  period  required  by  Rule 424(b);  and no stop order
         suspending the  effectiveness of the Registration  Statement shall have been issued and no proceedings for
         that purpose shall have been instituted or threatened.

(b)      The Company shall have requested and caused Kenneth  Stewart,  Assistant  General  Counsel of the Company,
         to have  furnished  to the  Representatives  his  opinion,  dated the Closing  Date and  addressed  to the
         Representatives, to the effect that:

         (i)      The Company is a corporation  duly  incorporated,  validly existing and in good standing under the laws of
                  the State of California;

         (ii)     The Company has the corporate  power and authority to own and operate its property,  to lease the property
                  it  operates  as  lessee  and to  conduct  the  business  in which it is  currently  engaged,  as
                  described in the Prospectus;

         (iii)    The Company has all requisite  corporate power and authority,  has taken all requisite  corporate  action,
                  and has received and is in compliance with all governmental,  judicial and other  authorizations,
                  approvals and orders necessary to



Page 10

                  enter into and perform the Underwriting  Agreement and the  Supplemental  Indenture and to offer,
                  issue, sell and deliver the Securities;

         (iv)     the Trust  Indenture  has been duly  authorized,  executed  and  delivered  by the Company and is a legal,
                  valid, and binding instrument enforceable against the Company in accordance with its terms;

         (v)      the  Supplemental  Indenture  has been duly  authorized,  executed  and  delivered by the Company and is a
                  legal,  valid,  and binding  instrument  enforceable  against the Company in accordance  with its
                  terms;

         (vi)     the  Securities  have been duly  authorized  by the  Company  and,  when  executed  and  authenticated  in
                  accordance  with  the  provisions  of  the  Indenture  and  delivered  to  and  paid  for  by the
                  Underwriters  pursuant to this Agreement,  will constitute legal,  valid and binding  obligations
                  of the  Company  entitled  to the  benefits  of  the  Trust  Indenture,  as  supplemented  by the
                  Supplemental Indenture;

         (vii)    the Trust Indenture,  as supplemented by the Supplemental  Indenture,  creates a legally valid first lien,
                  to the extent that it purports to be such, on the  properties  and assets of the Company  subject
                  thereto,  securing,  among other things,  the  Securities,  subject to the  exceptions,  defects,
                  qualifications  and other  matters set forth or referred to in the  Prospectus  and other matters
                  that do not, in the opinion of such counsel, materially affect the security for the Securities;

         (viii)   to the  knowledge of such  counsel,  there is no pending or  threatened  action,  suit or proceeding by or
                  before any court or  governmental  agency,  authority  or body or any  arbitrator  involving  the
                  Company or any of its  subsidiaries  or its or their property  which is not adequately  disclosed
                  in the  Prospectus,  except  in each  case  for  such  proceedings  that,  if the  subject  of an
                  unfavorable  decision,  ruling or  finding,  would not  singly or in the  aggregate,  result in a
                  material  adverse  change  in  the  condition  (financial  or  otherwise),  prospects,  earnings,
                  business,  properties  or  results  of  operations  of the  Company,  and there is no  franchise,
                  contract  or  other  document  of a  character  required  to be  described  in  the  Registration
                  Statement or Prospectus,  or to be filed as an exhibit  thereto,  which is not described or filed
                  as required;  and the statements  included or incorporated  by reference in the Prospectus  under
                  the headings "Legal Matters" and "Summary-- Southern  California  Edison Company" or incorporated
                  by reference into the  Prospectus  from the sections  entitled  "Regulation"  and  "Environmental
                  Matters"  in the  Company's  Annual  Report on Form 10-K for the fiscal year ended  December  31,
                  2003,  which is  incorporated  by  reference  in the  Prospectus,  fairly  summarize  the matters
                  therein  described in all  material  respects;  and the  statements  set forth in the  Prospectus
                  Supplement  under the heading  "Certain Terms of the Bonds" and in the base prospectus  under the
                  heading "Description of the First Mortgage Bonds," insofar as those statements purport to



Page 11

                  summarize  certain  provisions  of the  Trust  Indenture,  the  Supplemental  Indenture  and  the
                  Securities, are accurate summaries in all material respects;

         (ix)     the  Registration  Statement has become  effective  under the Act; any required  filing of the Prospectus,
                  and any supplements  thereto,  pursuant to Rule 424(b) has been made in the manner and within the
                  time period required by Rule 424(b);  to the knowledge of such counsel,  no stop order suspending
                  the  effectiveness  of the  Registration  Statement  has been  issued,  no  proceedings  for that
                  purpose have been  instituted or threatened  and the  Registration  Statement and the  Prospectus
                  (other than the financial  statements and other financial and statistical  information  contained
                  therein,  as to which such  counsel  need  express no opinion)  comply as to form in all material
                  respects with the applicable  requirements  of the Act, the Exchange Act and the Trust  Indenture
                  Act and the respective  rules  thereunder;  and such counsel has no reason to believe that on the
                  Effective Date or the date the  Registration  Statement was last deemed amended the  Registration
                  Statement  contained  any untrue  statement  of a material  fact or omitted to state any material
                  fact required to be stated  therein or necessary to make the  statements  therein not  misleading
                  or that the  Prospectus  as of its date and on the Closing  Date  included or includes any untrue
                  statement of a material fact or omitted or omits to state a material  fact  necessary to make the
                  statements  therein,  in the  light  of  the  circumstances  under  which  they  were  made,  not
                  misleading  (in  each  case,  other  than  the  financial  statements  and  other  financial  and
                  statistical information contained therein, as to which such counsel need express no opinion);

         (x)      this Agreement has been duly authorized, executed and delivered by the Company;

         (xi)     the  Company  is not  and,  after  giving  effect  to the  offering  and  sale of the  Securities  and the
                  application of the proceeds  thereof as described in the  Prospectus,  will not be an "investment
                  company" as defined in the Investment Company Act of 1940, as amended;

         (xii)    no consent, approval,  authorization,  filing with or order of any court or governmental agency or body is
                  required  in  connection  with the  transactions  contemplated  herein,  except such as have been
                  obtained (i) under the Act, (ii) from the California  Public Utilities  Commission and (iii) such
                  as may be required under the blue sky laws of any  jurisdiction  in connection  with the purchase
                  and  distribution  of the  Securities  by the  Underwriters  in the manner  contemplated  in this
                  Agreement  and in the  Prospectus  and such other  approvals  (specified in such opinion) as have
                  been obtained;

         (xiii)   neither  the  execution  and  delivery of the  Indenture,  the issue and sale of the  Securities,  nor the
                  consummation  of any other of the  transactions  herein  contemplated  nor the fulfillment of the
                  terms hereof will conflict  with,  result in a breach or violation of, or imposition of any lien,
                  charge or encumbrance upon any property or assets of the Company pursuant to, (i) the



Page 12

                  charter or by-laws of the Company,  (ii) the  terms of any  indenture  (other  than,  solely with
                  respect to the  disposition  of liens,  charges and  encumbrances  upon property or assets of the
                  Company or SCE  Funding  LLC,  the lien  created by the  Indenture  in favor of the  Securities),
                  contract,  lease,  mortgage,  deed of trust,  note agreement,  loan agreement or other agreement,
                  obligation,  condition,  covenant  or  instrument  to which the  Company or SCE  Funding LLC is a
                  party or bound or to which its or their  property is subject,  or (iii) any  statute,  law, rule,
                  regulation,  judgment,  order or decree applicable to the Company of any court,  regulatory body,
                  administrative  agency,  governmental  body,  arbitrator or other authority  having  jurisdiction
                  over the Company or any of its properties; and

         (xiv)    no holders of  securities  of the Company have rights to the  registration  of such  securities  under the
                  Registration Statement.

In rendering such opinion,  such counsel may rely (A) as to matters  involving the  application of laws of
any  jurisdiction  other than the State of  California  or the Federal laws of the United  States,  to the
extent he deems proper and specified in such  opinion,  upon the opinion of other counsel of good standing
whom he believes to be reliable and who are  satisfactory  to counsel for the  Underwriters  and (B) as to
matters of fact, to the extent he deems proper,  on  certificates  of responsible  officers of the Company
and  public   officials.   Such  counsel  may  render  such  opinion   subject  to  such   exceptions  and
qualifications  as are reasonable or customary under the  circumstances  and acceptable to counsel for the
Underwriters.  References  to the  Prospectus  in this  paragraph (b)  shall also include any  supplements
thereto at the Closing Date.

(c)      The  Representatives  shall have  received  from  Cleary,  Gottlieb,  Steen &  Hamilton,  counsel  for the
         Underwriters,  such opinion or opinions,  dated the Closing Date and addressed to the  Representatives  as
         the  Representatives  may  reasonably  require,  and the Company shall have furnished to such counsel such
         documents as they request for the purpose of enabling them to pass upon such matters.

(d)      The Company  shall have  furnished to the  Representatives  a  certificate  of the Company,  signed by the
         chief  financial  officer and the  controller  of the Company,  dated the Closing Date, to the effect that
         the signers of such certificate have carefully examined the Registration  Statement,  the Prospectus,  any
         supplements to the Prospectus and this Agreement and that:

         (i)      the  representations  and  warranties  of the Company in this  Agreement are true and correct on and as of
                  the  Closing  Date  with the same  effect  as if made on the  Closing  Date and the  Company  has
                  complied with all the  agreements  and  satisfied all the  conditions on its part to be performed
                  or satisfied at or prior to the Closing Date;

         (ii)     no stop  order  suspending  the  effectiveness  of the  Registration  Statement  has  been  issued  and no
                  proceedings  for that purpose have been  instituted or, to the Company's  knowledge,  threatened;
                  and



Page 13





         (iii)    since the date of the most recent  financial  statements  included or  incorporated  by  reference  in the
                  Prospectus  (exclusive of any supplement  thereto),  there has been no material adverse effect on
                  the  condition  (financial  or  otherwise),  prospects,  earnings,  business or properties of the
                  Company and its subsidiaries,  taken as a whole,  whether or not arising from transactions in the
                  ordinary  course  of  business,  except  as  set  forth  in or  contemplated  in  the  Prospectus
                  (exclusive of any supplement thereto).

(e)      The  Company  shall  have  requested  and  caused  PricewaterhouseCoopers  LLP to  have  furnished  to the
         Representatives,  at the Execution Time and at the Closing Date,  letters,  dated  respectively  as of the
         Execution  Time and as of the Closing  Date, in form and substance  satisfactory  to the  Representatives,
         confirming  that they are independent  accountants  within the meaning of the Act and the Exchange Act and
         the  respective  applicable  rules and  regulations  adopted by the  Commission  thereunder and stating in
         effect that:

         (i)      in their  opinion  the  audited  financial  statements  and  financial  statement  schedules  included  or
                  incorporated  by reference in the  Registration  Statement and the  Prospectus and reported on by
                  them comply as to form in all material  respects with the applicable  accounting  requirements of
                  the Act and the Exchange Act and the related rules and regulations adopted by the Commission;

         (ii)     on the basis of a reading of the latest unaudited  financial  statements made available by the Company and
                  its  subsidiaries;  carrying  out  certain  specified  procedures  (but  not  an  examination  in
                  accordance  with  generally  accepted  auditing  standards)  which would not  necessarily  reveal
                  matters of significance  with respect to the comments set forth in such letter;  a reading of the
                  minutes of the meetings of the stockholders,  directors and the executive,  finance, compensation
                  and audit committees of the Company,  and inquiries of certain  officials of the Company who have
                  responsibility  for financial and accounting  matters of the Company and its  subsidiaries  as to
                  transactions  and events  subsequent to December 31, 2003,  nothing came to their attention which
                  caused them to believe that:

                  (1)      with respect to the period  subsequent to December 31, 2003,  there were any changes,  at a specified date
                           not more than five days prior to the date of the letter,  in the  long-term  debt of the
                           Company  and its  subsidiaries  or  common  stock of the  Company  or  decreases  in the
                           consolidated  net  current  assets  (working  capital)  or  shareholders  equity  of the
                           Company as compared  with the  amounts  shown on the  December  31,  2003,  consolidated
                           balance sheet included or  incorporated by reference in the  Registration  Statement and
                           the  Prospectus,  or for the period from  January 1, 2004 to such  specified  date there
                           were any  decreases,  as compared with the  corresponding  period in the preceding  year
                           and  quarter in total  consolidated  operating  revenue,  operating  income,  net income
                           before taxes or net income available for common stock of the Company



Page 14

                           and its  subsidiaries,  except in all  instances  for changes or decreases  set forth in
                           such letter,  in which case the letter shall be  accompanied  by an  explanation  by the
                           Company as to the  significance  thereof unless said explanation is not deemed necessary
                           by the Representatives; and

         (iii)    they have performed  certain other specified  procedures as a result of which they determined that certain
                  information  of an accounting,  financial or statistical  nature (which is limited to accounting,
                  financial or statistical  information  derived from the general accounting records of the Company
                  and its subsidiaries)  set forth in the Registration  Statement and the Prospectus and in Exhibit
                  12 to the  Registration  Statement,  including  the  information  set  forth  under  the  caption
                  "Selected Financial Data" incorporated by reference in the Prospectus,  the information  included
                  or  incorporated  by reference in Items 1, 2, 6, 7 and 11 of the Company's  Annual Report on Form
                  10-K,  incorporated  by reference in the  Registration  Statement and the Prospectus  agrees with
                  the  accounting  records of the Company and its  subsidiaries,  excluding  any questions of legal
                  interpretation.

         References to the  Prospectus in this  paragraph (e) include any  supplement  thereto at the date
of the letter.

(f)      Subsequent  to the  Execution  Time or,  if  earlier,  the dates as of which  information  is given in the
         Registration  Statement  (exclusive  of any  amendment  thereof)  and  the  Prospectus  (exclusive  of any
         supplement  thereto),  there  shall not have been (i) any change or  decrease  specified  in the letter or
         letters  referred to in paragraph (e) of this Section 6 or (ii) any change,  or any development  involving
         a prospective  change,  in or affecting the condition  (financial  or  otherwise),  earnings,  business or
         properties  of  the  Company  and  its  subsidiaries,  taken  as a  whole,  whether  or not  arising  from
         transactions  in  the  ordinary  course  of  business,  except  as set  forth  in or  contemplated  in the
         Prospectus  (exclusive of any supplement  thereto) the effect of which,  in any case referred to in clause
         (i) or (ii) above,  is, in the sole  judgment of the  Representatives,  so material and adverse as to make
         it impractical  or inadvisable to proceed with the offering or delivery of the Securities as  contemplated
         by the Registration  Statement  (exclusive of any amendment thereof) and the Prospectus  (exclusive of any
         supplement thereto).

(g)      Subsequent  to the  Execution  Time,  there  shall not have been any  decrease in the rating of any of the
         Company's debt securities by any "nationally  recognized  statistical rating organization" (as defined for
         purposes of  Rule 436(g)  under the Act) or any notice given of any intended or potential  decrease in any
         such  rating or of a possible  change in any such  rating  that does not  indicate  the  direction  of the
         possible change.

(h)      Prior to the  Closing  Date,  the  Company  shall  have  furnished  to the  Representatives  such  further
         information, certificates and documents as the Representatives may reasonably request.

                  If any of the  conditions  specified in this Section 6 shall not have been  fulfilled when and as
provided in this  Agreement,  or if any of the  opinions  and  certificates  mentioned  above or  elsewhere in this
Agreement shall not be reasonably satisfactory in form and substance



Page 15

to the  Representatives  and counsel for the  Underwriters,  this Agreement and all obligations of the Underwriters
hereunder  may be canceled  at, or at any time prior to, the Closing  Date by the  Representatives.  Notice of such
cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

                  The  documents  required to be  delivered by this  Section 6  shall be delivered at the office of
Cleary,  Gottlieb,  Steen & Hamilton,  counsel for the  Underwriters,  at One Liberty  Plaza,  New York, NY, on the
Closing Date.

7.       Reimbursement  of  Underwriters'  Expenses.  If the sale of the  Securities  provided  for  herein  is not
consummated  because any  condition to the  obligations  of the  Underwriters  set forth in Section 6 hereof is not
satisfied,  because of any  termination  pursuant to  Section 10  hereof or because of any  refusal,  inability  or
failure on the part of the Company to perform any agreement  herein or comply with any provision  hereof other than
by reason of a default by any of the  Underwriters,  the Company will reimburse the Underwriters  severally through
Citigroup  Global  Markets  Inc.  on  demand  for  all  out-of-pocket   expenses  (including  reasonable  fees  and
disbursements  of counsel) that shall have been incurred by them in connection with the proposed  purchase and sale
of the Securities.

8.       Indemnification   and  Contribution.   (a)  The  Company  agrees  to  indemnify  and  hold  harmless  each
Underwriter,  the directors,  officers,  employees and agents of each  Underwriter and each person who controls any
Underwriter  within the meaning of either the Act or the Exchange Act against any and all losses,  claims,  damages
or liabilities,  joint or several,  to which they or any of them may become subject under the Act, the Exchange Act
or other  Federal or state  statutory  law or  regulation,  at common  law or  otherwise,  insofar as such  losses,
claims,  damages  or  liabilities  (or  actions  in  respect  thereof)  arise out of, or are based  upon any untrue
statement  or  alleged  untrue  statement  of a material  fact  contained  in the  registration  statement  for the
registration of the Securities as originally filed or in any amendment  thereof,  or in any Preliminary  Prospectus
or the  Prospectus,  or in any  amendment  thereof  or  supplement  thereto,  or arise out of or are based upon the
omission or alleged  omission to state therein a material  fact required to be stated  therein or necessary to make
the statements therein not misleading,  and agrees to reimburse each such indemnified  party, as incurred,  for any
legal or other expenses  reasonably  incurred by them in connection with  investigating or defending any such loss,
claim,  damage,  liability or action;  provided,  however,  that the Company will not be liable in any such case to
the  extent  that any such  loss,  claim,  damage  or  liability  arises  out of or is based  upon any such  untrue
statement  or alleged  untrue  statement  or  omission or alleged  omission  made  therein in reliance  upon and in
conformity  with  written  information  furnished  to the  Company by or on behalf of any  Underwriter  through the
Representatives  specifically  for  inclusion  therein.  This  indemnity  agreement  will  be in  addition  to  any
liability which the Company may otherwise have.

(b)      Each  Underwriter  severally and not jointly  agrees to indemnify  and hold harmless the Company,  each of
its  directors,  each of its  officers  who signs the  Registration  Statement,  and each person who  controls  the
Company  within the meaning of either the Act or the Exchange  Act, to the same extent as the  foregoing  indemnity
from the Company to each Underwriter,  but only with reference to written information  relating to such Underwriter
furnished  to the  Company  by or on  behalf of such  Underwriter  through  the  Representatives  specifically  for
inclusion in the documents referred to in the foregoing indemnity.  This



Page 16

indemnity  agreement will be in addition to any liability  which any  Underwriter  may otherwise  have. The Company
acknowledges  that the  statements  set forth in the last  paragraph  of the cover page  regarding  delivery of the
Securities and, under the heading "Underwriting,"  (i) the list of Underwriters and their respective  participation
in the sale of the Securities,  (ii) the sentences related to concessions and reallowances and (iii) the  paragraph
related to stabilization,  syndicate covering  transactions and penalty bids in any Preliminary  Prospectus and the
Prospectus  constitute the only  information  furnished in writing by or on behalf of the several  Underwriters for
inclusion in any Preliminary Prospectus or the Prospectus.

(c)      Promptly after receipt by an indemnified  party under this Section 8 of notice of the  commencement of any
action,  such indemnified  party will, if a claim in respect thereof is to be made against the  indemnifying  party
under this Section 8, notify the indemnifying party in writing of the commencement  thereof;  but the failure so to
notify the  indemnifying  party (i) will not relieve it from liability under  paragraph (a) or (b) above unless and
to the  extent it did not  otherwise  learn of such  action  and such  failure  results  in the  forfeiture  by the
indemnifying  party of substantial  rights and defenses and (ii) will not, in any event,  relieve the  indemnifying
party  from any  obligations  to any  indemnified  party  other than the  indemnification  obligation  provided  in
paragraph (a)  or (b) above.  The  indemnifying  party  shall be entitled  to appoint  counsel of the  indemnifying
party's  choice at the  indemnifying  party's  expense to represent the  indemnified  party in any action for which
indemnification  is sought (in which case the  indemnifying  party shall not thereafter be responsible for the fees
and expenses of any separate  counsel  retained by the  indemnified  party or parties  except as set forth  below);
provided,  however,  that  such  counsel  shall be  satisfactory  to the  indemnified  party.  Notwithstanding  the
indemnifying  party's election to appoint counsel to represent the indemnified party in an action,  the indemnified
party shall have the right to employ separate counsel  (including local counsel),  and the indemnifying party shall
bear the  reasonable  fees,  costs and expenses of such  separate  counsel if (i) the use of counsel  chosen by the
indemnifying  party to  represent  the  indemnified  party would  present such counsel with a conflict of interest,
(ii) the actual or potential  defendants in, or targets of, any such action include both the indemnified  party and
the indemnifying  party and the indemnified party shall have reasonably  concluded that there may be legal defenses
available to it and/or other  indemnified  parties which are different from or additional to those available to the
indemnifying party,  (iii) the  indemnifying party shall not have employed counsel  satisfactory to the indemnified
party to represent the  indemnified  party within a reasonable  time after notice of the institution of such action
or (iv) the  indemnifying  party shall authorize the indemnified party to employ separate counsel at the expense of
the  indemnifying  party.  An  indemnifying  party will not,  without the prior written  consent of the indemnified
parties,  settle or  compromise  or consent to the entry of any judgment  with respect to any pending or threatened
claim,  action,  suit or proceeding in respect of which  indemnification  or contribution  may be sought  hereunder
(whether  or not the  indemnified  parties  are actual or  potential  parties to such claim or action)  unless such
settlement,  compromise or consent includes an unconditional  release of each indemnified  party from all liability
arising out of such claim, action, suit or proceeding.

(d)      In the event that the indemnity  provided in  paragraph (a)  or (b) of this Section 8 is unavailable to or
insufficient  to hold harmless an  indemnified  party for any reason,  the Company and the  Underwriters  severally
agree to contribute to the aggregate  losses,  claims,  damages and liabilities  (including legal or other expenses
reasonably incurred in connection with



Pag 17


investigating or defending same)  (collectively  "Losses") to which the Company and one or more of the Underwriters
may be subject in such  proportion as is  appropriate to reflect the relative  benefits  received by the Company on
the one hand and by the Underwriters on the other from the offering of the Securities;  provided,  however, that in
                                                                                        --------   -------
no case shall any  Underwriter  (except as may be  provided in any  agreement  among  underwriters  relating to the
offering of the  Securities) be  responsible  for any amount in excess of the  underwriting  discount or commission
applicable  to the  Securities  purchased  by  such  Underwriter  hereunder.  If  the  allocation  provided  by the
immediately  preceding  sentence is unavailable for any reason,  the Company and the  Underwriters  severally shall
contribute in such  proportion as is appropriate  to reflect not only such relative  benefits but also the relative
fault of the Company on the one hand and of the  Underwriters  on the other in  connection  with the  statements or
omissions  which  resulted  in such  Losses  as well  as any  other  relevant  equitable  considerations.  Benefits
received by the Company shall be deemed to be equal to the total net proceeds from the offering  (before  deducting
expenses)  received  by it, and  benefits  received  by the  Underwriters  shall be deemed to be equal to the total
underwriting  discounts and  commissions,  in each case as set forth on the cover page of the Prospectus.  Relative
fault shall be determined by reference to, among other things,  whether any untrue or any alleged untrue  statement
of a material  fact or the omission or alleged  omission to state a material fact relates to  information  provided
by the Company on the one hand or the  Underwriters  on the other,  the intent of the  parties  and their  relative
knowledge,  access to  information  and  opportunity to correct or prevent such untrue  statement or omission.  The
Company and the Underwriters  agree that it would not be just and equitable if contribution  were determined by pro
rata  allocation  or any other method of  allocation  which does not take account of the  equitable  considerations
referred  to  above.  Notwithstanding  the  provisions  of this  paragraph (d),  no  person  guilty  of  fraudulent
misrepresentation  (within the meaning of Section  11(f) of the Act) shall be  entitled  to  contribution  from any
person who was not guilty of such  fraudulent  misrepresentation.  For  purposes of this Section 8, each person who
controls  an  Underwriter  within the meaning of either the Act or the  Exchange  Act and each  director,  officer,
employee and agent of an  Underwriter  shall have the same rights to  contribution  as such  Underwriter,  and each
person who  controls  the Company  within the meaning of either the Act or the  Exchange  Act,  each officer of the
Company who shall have  signed the  Registration  Statement  and each  director of the Company  shall have the same
rights to  contribution  as the  Company,  subject  in each case to the  applicable  terms and  conditions  of this
paragraph (d).

9.       Default by an  Underwriter.  If any one or more  Underwriters  shall fail to  purchase  and pay for any of
the Securities  agreed to be purchased by such  Underwriter or Underwriters  hereunder and such failure to purchase
shall  constitute a default in the  performance of its or their  obligations  under this  Agreement,  the remaining
Underwriters  shall  be  obligated  severally  to take up and pay for  (in the  respective  proportions  which  the
principal  amount of  Securities  set forth  opposite  their  names in  Schedule  I hereto  bears to the  aggregate
principal  amount of Securities  set forth  opposite the names of all the remaining  Underwriters)  the  Securities
which the defaulting  Underwriter or Underwriters  agreed but failed to purchase;  provided,  however,  that in the
event that the aggregate  principal  amount of Securities which the defaulting  Underwriter or Underwriters  agreed
but failed to purchase  shall exceed 10% of the aggregate  principal  amount of Securities  set forth in Schedule I
hereto,  the remaining  Underwriters shall have the right to purchase all, but shall not be under any obligation to
purchase any, of the Securities,  and if such nondefaulting  Underwriters do not purchase all the Securities,  this
Agreement will terminate without liability to any nondefaulting Underwriter or



Page 18

the Company.  In the event of a default by any  Underwriter  as set forth in this Section 9, the Closing Date shall
be postponed for such period,  not exceeding five Business Days, as the  Representatives  shall  determine in order
that  the  required  changes  in the  Registration  Statement  and the  Prospectus  or in any  other  documents  or
arrangements  may be effected.  Nothing  contained in this Agreement  shall relieve any  defaulting  Underwriter of
its  liability,  if any, to the Company and any  nondefaulting  Underwriter  for damages  occasioned by its default
hereunder.

10.      Termination.  This  Agreement  shall  be  subject  to  termination  in  the  absolute  discretion  of  the
Representatives,  by notice  given to the Company  prior to delivery of and payment for the  Securities,  if at any
time prior to such time (i) trading in the Company's  Common Stock shall have been  suspended by the  Commission or
the New York  Stock  Exchange or trading in  securities  generally on the New York Stock  Exchange  shall have been
suspended or limited or minimum  prices shall have been  established on such  Exchange,  (ii) a banking  moratorium
shall have been declared  either by Federal or New York State  authorities or  (iii) there  shall have occurred any
outbreak or escalation of  hostilities,  declaration by the United States of a national  emergency or war, or other
calamity  or crisis the effect of which on  financial  markets is such as to make it, in the sole  judgment  of the
Representatives,  impractical  or  inadvisable  to proceed  with the  offering  or delivery  of the  Securities  as
contemplated by the Prospectus (exclusive of any supplement thereto).

11.      Representations  and  Indemnities to Survive.  The  respective  agreements,  representations,  warranties,
indemnities  and other  statements  of the Company or its  officers  and of the  Underwriters  set forth in or made
pursuant to this  Agreement  will remain in full force and effect,  regardless of any  investigation  made by or on
behalf of any  Underwriter  or the Company or any of the  officers,  directors,  employees,  agents or  controlling
persons  referred  to in Section 8 hereof,  and will  survive  delivery  of and  payment  for the  Securities.  The
provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

12.      Notices.  All communications  hereunder will be in writing and effective only on receipt,  and, if sent to
the Representatives,  will be mailed,  delivered or sent by facsimile  transmission to the Citigroup Global Markets
Inc.  General  Counsel (fax no.: (212)  816-7912) and confirmed to the General  Counsel,  Citigroup  Global Markets
Inc., at 388 Greenwich Street,  New York, New York, 10013 Attention:  General Counsel;  or, if sent to the Company,
will be mailed,  delivered or sent by facsimile  transmission  to Southern  California  Edison  Company,  Assistant
Treasurer,  2244 Walnut Grove Ave.,  Rosemead,  CA 91770 (fax no. (626) 302-1472) and confirmed to the attention of
the General Counsel at the same address, c/o Kenneth Stewart (fax no. (626) 302-4106).

13.      Successors.  This  Agreement  will  inure to the  benefit of and be binding  upon the  parties  hereto and
their respective successors and the officers,  directors,  employees, agents and controlling persons referred to in
Section 8 hereof, and no other person will have any right or obligation hereunder.

14.      Applicable  Law.  This  Agreement  will be governed by and  construed in  accordance  with the laws of the
State of New York applicable to contracts made and to be performed within the State of New York.



Page 19


15.      Counterparts.  This Agreement may be signed in one or more  counterparts,  each of which shall  constitute
an original and all of which together shall constitute one and the same agreement.

16.      Headings.  The  section  headings  used  herein  are  for  convenience  only  and  shall  not  affect  the
construction hereof.

17.      Definitions.  The terms which follow, when used in this Agreement, shall have the meanings indicated.

                  "Act" shall mean the  Securities  Act of 1933, as amended,  and the rules and  regulations of the
         Commission promulgated thereunder.

                  "Business  Day" shall mean any  day other  than a Saturday,  a Sunday or a legal holiday or a day
         on which banking  institutions  or trust companies are authorized or obligated by law to close in New York
         City.

                  "Commission" shall mean the Securities and Exchange Commission.

                  "Effective  Date"  shall  mean  each  date  and  time  that  the  Registration   Statement,   any
         post-effective  amendment or  amendments  thereto and any  Rule 462(b)  Registration  Statement  became or
         become effective.

                  "Exchange  Act" shall mean the  Securities  Exchange Act of 1934,  as amended,  and the rules and
         regulations of the Commission promulgated thereunder.

                  "Execution  Time" shall mean the date and time that this  Agreement is executed and  delivered by
         the parties hereto.

                  "Material  Adverse  Effect"  shall  mean,  with  respect  to the  Company,  any  effect  that  is
         materially  adverse  to  the  condition  (financial  or  otherwise),   prospects,  earnings,  business  or
         properties  of  the  Company  and  its  subsidiaries,  taken  as a  whole,  whether  or not  arising  from
         transactions in the ordinary course of business.

                  "Preliminary  Prospectus"  shall mean any preliminary  prospectus  referred to in  paragraph 1(a)
         above and any preliminary  prospectus  included in the  Registration  Statement at the Effective Date that
         omits Rule 430A Information.

                  "Prospectus"  shall mean the prospectus  relating to the Securities  that is first filed pursuant
         to Rule 424(b)  after the Execution Time or, if no filing pursuant to Rule 424(b) is required,  shall mean
         the form of final  prospectus  relating to the Securities  included in the  Registration  Statement at the
         Effective Date.

                  "Registration  Statement" shall mean the  registration  statement  referred to in  paragraph 1(a)
         above,  including  exhibits  and  financial  statements,  as amended  at the  Execution  Time (or,  if not
         effective at the  Execution  Time, in the form in which it shall become  effective)  and, in the event any
         post-effective amendment thereto or any



Page 20

         Rule 462(b)  Registration  Statement  becomes  effective  prior to the Closing Date,  shall also mean such
         registration  statement  as so amended or such  Rule 462(b)  Registration  Statement,  as the case may be.
         Such term shall include any Rule 430A  Information  deemed to be included therein at the Effective Date as
         provided by Rule 430A.

                  "Rule 424", "Rule 430A" and "Rule 462" refer to such rules under the Act.

                  "Rule 430A  Information"  shall mean  information with respect to the Securities and the offering
         thereof  permitted to be omitted from the  Registration  Statement when it becomes  effective  pursuant to
         Rule 430A.

                  "Rule 462(b)  Registration  Statement"  shall mean a  registration  statement and any  amendments
         thereto filed  pursuant to  Rule 462(b)  relating to the offering  covered by the  registration  statement
         referred to in Section 1(a) hereof.

                  "Trust  Indenture Act" shall mean the Trust Indenture Act of 1939, as amended,  and the rules and
         regulations of the Commission promulgated thereunder.



Page 21

                  If the foregoing is in  accordance  with your  understanding  of our  agreement,  please sign and
return to us the enclosed  duplicate  hereof,  whereupon this letter and your acceptance  shall represent a binding
agreement among the Company and the several Underwriters.

                                                              Very truly yours,


                                                              SOUTHERN CALIFORNIA EDISON COMPANY


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


The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.


CITIGROUP GLOBAL MARKETS INC.

By:   /s/Damien Mitchell
     -------------------------------------
     Name:  Damien Mitchell
     Title:  Vice President

J.P. MORGAN SECURITIES INC.

By:   /s/ Carl J. Mehldau, Jr.
     --------------------------------------
     Name:  Carl J. Mehldau, Jr.
     Title:  Vice President

For themselves and the other
several Underwriters named in
Schedule I to the foregoing
Agreement.


Page 22


                                                    SCHEDULE I


                                                     Principal Amount of 2004F    Principal Amount of 2004G
                                                               Bonds                        Bonds
                                                               to be                         to be
Underwriters                                                 Purchased                    Purchased
------------                                                 ---------                    ---------

Citigroup Global Markets Inc.............................    $105,000,000                $122,500,000
J.P. Morgan Securities Inc. .............................     105,000,000                 122,500,000
Credit.Suisse First Boston LLC                                 45,000,000                  52,500,000
Lehman Brothers Inc.                                           45,000,000                  52,500,000
                                                             ------------                ------------
          Total..........................................    $300,000,000                $350,000,000
                                                             ============                ============

===================================================================================================================