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<SEC-DOCUMENT>0000092103-08-000015.txt : 20080814
<SEC-HEADER>0000092103-08-000015.hdr.sgml : 20080814
<ACCEPTANCE-DATETIME>20080814135304
ACCESSION NUMBER:		0000092103-08-000015
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20080811
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20080814
DATE AS OF CHANGE:		20080814

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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-02313
		FILM NUMBER:		081017421

	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
</SEC-HEADER>
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<DESCRIPTION>116TH SUPPLEMENTAL INDENTURE RE $400M FMB SERIES 2008B
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============================================================================================
                                       <strong>UNITED STATES
                             SECURITIES AND EXCHANGE COMMISSION
                                   Washington, D.C. 20549


                                          FORM 8-K



                                       CURRENT REPORT

           Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



             Date of Report (Date of earliest event reported): August 11, 2008



                             SOUTHERN CALIFORNIA EDISON COMPANY</strong>
                   (Exact name of registrant as specified in its charter)



         <strong>CALIFORNIA               001-2313                  95-1240335</strong>
 (State or other jurisdiction     (Commission             (I.R.S. Employer
       of incorporation)         File Number)            Identification No.)


                                  <strong>2244 Walnut Grove Avenue
                                       (P.O. Box 800)
                                 Rosemead, California 91770</strong>
                (Address of principal executive offices, including zip code)

                                     <strong>  626-302-1212</strong>
                    (Registrant's telephone number, including area code)

============================================================================================
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
============================================================================================

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
      CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
      CFR 240.13e-4(c))


Page 1



<strong>Item 8.01.  Other Events.</strong>

      On August 11, 2008, Southern California Edison Company agreed to sell $400,000,000
principal amount of its 5.50% First and Refunding Mortgage Bonds, Series 2008B, Due 2018,
(the "Bonds").  For further information concerning the Bonds, refer to the exhibits
contained in this Current Report on Form 8-K.


<strong>Item 9.01.  Financial Statements and Exhibits.</strong>

(c)   Exhibits


Page 2



                                        <strong>SIGNATURES</strong>

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.


                                  SOUTHERN CALIFORNIA EDISON COMPANY
                                             (Registrant)


                                          /s/ LINDA G. SULLIVAN
                                --------------------------------------
                                          LINDA G. SULLIVAN
                                    Vice President and Controller


Date: August 14, 2008


Page 3



 <strong>                                      EXHIBIT INDEX

- ---------------------------------------------------------------------------
<u>Exhibit No.</u>  <u>Description</u>
- ---------------------------------------------------------------------------</strong>

1            Underwriting Agreement dated August 11, 2008
- ---------------------------------------------------------------------------

4.1          One Hundred Sixteenth Supplemental Indenture dated as of
             August 13, 2008
- ---------------------------------------------------------------------------

4.2          Certificate as to Actions Taken by Officer of Southern
             California Edison Company, dated as of August 11, 2008
- ---------------------------------------------------------------------------

5            Opinion of Counsel
- ---------------------------------------------------------------------------

12.1         Statement re Computation of Ratios of Earnings to
             Fixed Charges and Preferred and Preference Stock
- ---------------------------------------------------------------------------

12.2         Statement re Computation of Ratios of Earnings to Fixed
             Charges
- ---------------------------------------------------------------------------


Page 4



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                                                                      EXECUTION COPY








                             Southern California Edison Company

       $400,000,000 5.50% First and Refunding Mortgage Bonds, Series 2008B, Due 2018

                                   Underwriting Agreement

                                                                  New York, New York

                                                                     August 11, 2008

Credit Suisse Securities (USA) LLC
Greenwich Capital Markets, Inc.
Merrill Lynch, Pierce, Fenner &amp; Smith Incorporated
   As Representatives of the several Underwriters

c/o Merrill Lynch, Pierce, Fenner &amp; Smith,
Attention: Corporate Syndicate Department
4 World Financial Center,
New York, NY 10080

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, $400,000,000 principal amount of its 5.50% First and Refunding Mortgage
Bonds, Series 2008B, Due 2018 (the "Securities"), to be issued under the One Hundred
Sixteenth Supplemental Indenture (the "Supplemental Indenture") to be dated as of August
13, 2008, 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 Mellon Trust Company, N.A., as successor to Harris Trust and Savings Bank, and
D.G. Donovan, as successor trustee to Pacific-Southwest Trust &amp; 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, the Base
Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus Supplement 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 the Base Prospectus, any
Preliminary Prospectus Supplement or the Final Prospectus Supplement, as the case may be;
and any reference herein to the terms "amend", "amendment" or "supplement" with respect to
the Registration Statement, the Base Prospectus, any Preliminary Prospectus Supplement or
the Final Prospectus Supplement 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 the Base Prospectus, any Preliminary Prospectus Supplement or the Final
Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference.
Certain terms used herein are defined in Section 19 hereof.


Page 1



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 an automatic shelf  registration  statement,  as defined
      in  Rule  405  (file  number  333-136394)  on  Form  S-3,  including  a  related  Base
      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
      Preliminary Prospectus Supplement,  each of which has previously been furnished to you
      and has become  effective upon filing.  The Company will next file with the Commission
      a Final  Prospectus  Supplement  relating to the  Securities in  accordance  with Rule
      424(b).  The  Registration  Statement,  at the Execution  Time, is effective and meets
      the requirements set forth in Rule 415(a)(1)(x).

(b)   On each Effective Date, the Registration  Statement did, and when the Final Prospectus
      Supplement is first filed in  accordance  with Rule 424(b) and on the Closing Date (as
      defined herein),  the Final Prospectus  Supplement (and any supplement  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 each
      Effective Date and at the Execution Time, the Registration  Statement did not and 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 each 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 date of any filing pursuant
      to Rule 424(b) and on the Closing  Date,  the Final  Prospectus  Supplement  (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 Final Prospectus  Supplement (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 Final  Prospectus  Supplement  (or any  supplement
      thereto),  it being understood and agreed that the only such information  furnished by
      or on behalf of any  Underwriter  consists  of the  information  described  as such in
      Section 8 hereof.

(c)   As of the Initial Sale Time,  the  Disclosure  Package when taken together as a whole,
      do not contain any untrue  statement of a material  fact or omit to state any material
      fact  necessary  in  order  to  make  the  statements  therein,  in the  light  of the
      circumstances  under which they were made,  not  misleading.  The  preceding  sentence
      does not apply to statements in or omissions  from the  Disclosure  Package based upon
      and  in  conformity  with  written  information   furnished  to  the  Company  by  any
      Underwriter  through  the  Representatives  specifically  for use  therein,  it  being
      understood and agreed


Page 2



      that the only such information  furnished by or on behalf of any
      Underwriter consists of the information described as such in Section 8 hereof.

(d)   (i) At the time of filing  the  Registration  Statement,  (ii) at the time of the most
      recent  amendment  thereto for the purposes of complying with Section  10(a)(3) of the
      Act (whether  such  amendment was by  post-effective  amendment,  incorporated  report
      filed  pursuant to Sections 13 or 15(d) of the  Exchange  Act or form of  prospectus),
      (iii) at the time the Company or any person acting on its behalf  (within the meaning,
      for this clause only,  of Rule 163(c)) made any offer  relating to the  Securities  in
      reliance on the exemption in Rule 163, and (iv) at the Execution  Time (with such date
      being used as the  determination  date for purposes of this clause (iv)),  the Company
      was or is, as the case may be, a  "well-known  seasoned  issuer"  (as  defined in Rule
      405). The Company  agrees to pay the fees required by the  Commission  relating to the
      Securities  within the time required by Rule  456(b)(1)  without regard to the proviso
      therein and otherwise in accordance with Rules 456(b) and 457(r).

(e)   (i) At the  earliest  time after the  filing of the  Registration  Statement  that the
      Company or another offering  participant made a bona fide offer (within the meaning of
      Rule  164(h)(2)) of the  Securities  and (ii) as of the Execution Time (with such date
      being used as the  determination  date for purposes of this clause (ii)),  the Company
      was not and is not an  Ineligible  Issuer (as  defined in Rule  405),  without  taking
      account of any  determination  by the  Commission  pursuant to Rule 405 that it is not
      necessary that the Company be considered an Ineligible Issuer.

(f)   Neither any Issuer  Free  Writing  Prospectus  nor the Final Term Sheet  includes  any
      information  that  conflicts  with  the  information  contained  in  the  Registration
      Statement,   including  any  document   incorporated  by  reference  therein  and  any
      prospectus  supplement  deemed to be a part  thereof that has not been  superseded  or
      modified.  The foregoing  sentence  does not apply to statements in or omissions  from
      the  Disclosure  Package  based  upon  and  in  conformity  with  written  information
      furnished to the Company by any Underwriter through the  Representatives  specifically
      for use  therein,  it being  understood  and  agreed  that the only  such  information
      furnished by or on behalf of any Underwriter consists of the information  described as
      such in Section 8 hereof.

(g)   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
      Preliminary Prospectus Supplement and the Final Prospectus Supplement,  will not be an
      "investment company" as defined in the Investment Company Act of 1940, as amended.

(h)   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  Registration  Statement,   Preliminary
      Prospectus  Supplement and the Final Prospectus  Supplement,  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.


Page 3



(i)   There is no  franchise,  contract  or other  document  of a  character  required to be
      described in the Registration Statement,  the Preliminary Prospectus Supplement or the
      Final  Prospectus  Supplement,  or to be filed  as an  exhibit  thereto,  which is not
      described or filed as  required;  and the  statements  in the  Preliminary  Prospectus
      Supplement and the Final  Prospectus  Supplement under the heading "Summary-- Southern
      California  Edison  Company"  and the  statements  incorporated  into the  Preliminary
      Prospectus  Supplement and the Final Prospectus  Supplement from the sections entitled
      "Business--Regulation"  and "--Environmental  Matters" in the Company's Annual Report on
      Form  10-K for the  fiscal  year  ended  December  31,  2007  (the  "Form  10-K"),  as
      supplemented by information  contained in the Company's  subsequent  Quarterly Reports
      on Form  10-Q and  Current  Reports  on Form  8-K,  which  are  incorporated  into the
      Preliminary  Prospectus  Supplement  and  the  Final  Prospectus  Supplement,   fairly
      summarize the matters therein described in all material respects.

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

(k)   The Securities and the Indenture  conform in all material  respects to the description
      thereof contained in the Registration  Statement,  Preliminary  Prospectus  Supplement
      and the Final Prospectus Supplement;  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 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,


Page 4



      when issued and  delivered to and paid for by the
      Underwriters pursuant to this Agreement, will be fully paid and nonassessable.

(l)   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 Registration  Statement,  Preliminary  Prospectus  Supplement and the Final
      Prospectus Supplement.

(m)   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.

(n)   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  Registration  Statement,  Preliminary
      Prospectus  Supplement and the Final Prospectus  Supplement or in Section 1(k) of this
      Agreement,  and to such other matters that do not  materially  affect the security for
      the Securities.

(o)   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
      articles of incorporation,  by-laws or other organizational  documents 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,  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 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 or their properties.

(p)   The consolidated  historical financial statements and schedules of the Company and its
      consolidated  subsidiaries  incorporated  by reference in the  Preliminary  Prospectus
      Supplement,  the Final  Prospectus  Supplement  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


Page 5



      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 set forth under the
      caption  "Selected  Financial  Data"  in the  Company's  Form  10-K,  incorporated  by
      reference in the Preliminary  Prospectus  Supplement,  the Final Prospectus Supplement
      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 Preliminary  Prospectus  Supplement and the Final Prospectus  Supplement  complies
      with the requirements of Regulation G and Item 10(e) of Regulation S-K under the Act.

(q)   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,  2007   incorporated  by  reference  in  the   Registration   Statement,
      Preliminary  Prospectus  Supplement  and  the  Final  Prospectus  Supplement,  are  an
      independent  registered  public accounting firm with respect to the Company within the
      meaning of the Act and the applicable published rules and regulations thereunder.

(r)   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  Registration  Statement,
      Preliminary  Prospectus  Supplement and the Final Prospectus  Supplement (exclusive of
      any supplement thereto).

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

(t)   The Company is not in  violation  or default of (i) any  provision  of its articles of
      incorporation,  bylaws  or  other  organizational  documents,  (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 it
      or any of its


Page 6



      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).

(u)   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  Registration  Statement,  the
      Preliminary  Prospectus  Supplement and the Final Prospectus  Supplement (exclusive of
      any supplement thereto).

(v)   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  Registration  Statement,  the
      Preliminary  Prospectus  Supplement and the Final Prospectus  Supplement (exclusive of
      any supplement  thereto).  Except as set forth in or contemplated in the  Registration
      Statement,  the Preliminary  Prospectus Supplement and the Final Prospectus Supplement
      (exclusive  of  any  supplement  thereto),  the  Company  has  not  been  named  as  a
      "potentially  responsible  party"  under  the  Comprehensive  Environmental  Response,
      Compensation, and Liability Act of 1980, as amended.

(w)   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 or
      contemplated in the Registration Statement,  the Preliminary Prospectus Supplement and
      the Final Prospectus Supplement (exclusive of any supplement thereto).

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


Page 7



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

(z)   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.

(aa)  Except as set forth in or contemplated in the Registration Statement,  the Preliminary
      Prospectus   Supplement  and  the  Final  Prospectus   Supplement  (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,  except where the failure to satisfy
      such standard would not have a Material Adverse Effect;  each pension plan established
      or maintained  by the Company  and/or one or more of its  subsidiaries,  and the trust
      forming part of each such plan, has been  determined by the Internal  Revenue  Service
      to be designed in accordance  with Section 401 of the Code, and each such pension plan
      has subsequently  been amended,  and the Company believes that each such pension plan,
      as amended,  is  designed  in  compliance  with  Section 401 of the Code;  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,   except  in  such  cases  where
      noncompliance  would not have a Material  Adverse Effect;  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.

(bb)  Except as set forth in or contemplated in the Registration Statement,  the Preliminary
      Prospectus   Supplement  and  the  Final  Prospectus   Supplement  (exclusive  of  any
      supplement  thereto),  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  other than commercial
      paper.

(cc)  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.


Page 8



2.    Purchase  and Sale.  Subject  to the terms and  conditions  and in  reliance  upon the
representations  and  warranties  herein  set  forth,  the  Company  agrees  to sell to each
Underwriter,  and each Underwriter  agrees,  severally and not jointly, to purchase from the
Company,  at a purchase  price of 98.782% of the  principal  amount  thereof,  the principal
amount of the Securities set forth opposite such Underwriter's name in Schedule I hereto.

3.    Delivery  and  Payment.  Delivery of and payment for the  Securities  shall be made at
10:00 AM,  New York City  time,  on August  18,  2008 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  Registration  Statement,
Disclosure Package and the Final Prospectus Supplement.

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

(a)   Prior to the termination of the offering of the Securities,  the Company will not file
      any  amendment  of the  Registration  Statement  or  supplement  (including  the Final
      Prospectus  Supplement  or  any  Preliminary   Prospectus   Supplement)  to  the  Base
      Prospectus  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,  the Company  will cause the
      Final Prospectus  Supplement,  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  Final  Prospectus
      Supplement,  and any supplement thereto,  shall have been filed (if required) with the
      Commission  pursuant to Rule 424(b), (2) when, prior to termination of the offering of
      the Securities,  any amendment to the Registration  Statement shall have been filed or
      become effective,  (3) of any request by the Commission or its staff for any amendment
      of the  Registration  Statement,  or  for  any  supplement  to  the  Final  Prospectus
      Supplement or for any  additional  information,  (4) 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 (5) of the receipt
      by  the  Company  of  any   notification   with  respect  to  the  suspension  of  the
      qualification  of the 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


Page 9



      possible the  withdrawal  of such
      stop order,  including,  if  necessary,  by filing an  amendment  to the  Registration
      Statement  or a new  registration  statement  and using its best  efforts to have such
      amendment or new registration statement declared effective as soon as practicable.

(b)   The Company will prepare a final term sheet,  substantially in the form of Schedule II
      hereto (the "Final Term Sheet"),  and will file the Final Term Sheet  pursuant to Rule
      433(d) within the time required by such Rule.

(c)   If there occurs an event or development  as a result of which the  Disclosure  Package
      would  include  an  untrue  statement  of a  material  fact or  would  omit to state a
      material fact necessary in order to make the statements  therein,  in the light of the
      circumstances  then prevailing,  not misleading,  the Company will notify promptly the
      Representatives  so that  any use of the  Disclosure  Package  may  cease  until it is
      amended or supplemented.

(d)   If, at any time  when a  prospectus  relating  to the  Securities  is  required  to be
      delivered  under the Act (including in  circumstances  where such  requirement  may be
      satisfied  pursuant  to Rule  172),  any  event  occurs as a result of which the Final
      Prospectus  Supplement 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,  file  a new
      registration  statement or supplement the Final  Prospectus  Supplement to comply with
      the  Act or  the  Exchange  Act  or the  respective  rules  thereunder,  including  in
      connection  with use or  delivery  of the Final  Prospectus  Supplement,  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  or new  registration  statement  which  will  correct  such
      statement or omission or effect such compliance;  (3) use its best efforts to have any
      amendment  to the  Registration  Statement  or  new  registration  statement  declared
      effective as soon as  practicable in order to avoid any disruption in use of the Final
      Prospectus  Supplement;  and (4) supply any amended or supplemented  Final  Prospectus
      Supplement to you in such quantities as you may reasonably request.

(e)   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.

(f)   Upon  request,  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  (including  in  circumstances  where  such
      requirement  may  be  satisfied  pursuant  to  Rule  172),  as  many  copies  of  each
      Preliminary Prospectus  Supplement,  the Final Prospectus and each Issuer Free Writing
      Prospectus


Page 10



      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.

(g)   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 Financial  Industry  Regulatory  Authority,
      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.

(h)   (i) The Company  agrees that,  unless it has obtained or obtains,  as the case may be,
      the  prior  written  consent  of  the  Representatives,  and  (ii)  each  Underwriter,
      severally  and not jointly,  agrees with the Company  that,  unless it has obtained or
      obtains,  as the case may be, the prior  written  consent of the  Company,  it has not
      made and will not make any offer relating to the Securities  that would  constitute an
      Issuer Free Writing  Prospectus  or that would  otherwise  constitute a "free  writing
      prospectus"  (as defined in Rule 405)  required  to be filed by the  Company  with the
      Commission  or  retained  by the  Company  under Rule 433,  other than a free  writing
      prospectus  containing  the  information  contained in the Final Term Sheet;  provided
      that the prior  written  consent of the  parties  hereto  shall be deemed to have been
      given in respect of the Free Writing  Prospectuses,  if any,  included in Schedule III
      hereto.  Any such free writing prospectus  consented to by the  Representatives or the
      Company is  hereinafter  referred to as a  "Permitted  Free Writing  Prospectus."  The
      Company  agrees  that (x) it has  treated  and will  treat,  as the case may be,  each
      Permitted Free Writing  Prospectus as an Issuer Free Writing Prospectus and (y) it has
      complied and will comply,  as the case may be, with the  requirements of Rules 164 and
      433  applicable  to any  Permitted  Free Writing  Prospectus,  including in respect of
      timely filing with the Commission, legending and record keeping.

(i)   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,  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.

(j)   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


Page 11



      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,  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)   The Final Prospectus  Supplement,  and any supplement thereto,  have been filed in the
      manner and within the time period  required by Rule  424(b);  the Final Term Sheet and
      any other material  required to be filed by the Company  pursuant to Rule 433(d) under
      the Act, shall have been filed with the Commission  within the applicable time periods
      prescribed  for  such  filings  by  Rule  433;  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  Barbara E.  Mathews,  Vice  President,
      Associate  General Counsel,  Chief Governance  Officer and Corporate  Secretary of the
      Company, to have furnished to the Representatives her 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  Registration   Statement,
            Preliminary Prospectus Supplement and the Final Prospectus Supplement;

        (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 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;


Page 13



        (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  Registration  Statement,  Preliminary
            Prospectus  Supplement  and the Final  Prospectus  Supplement  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  Registration
            Statement,  Preliminary  Prospectus Supplement and Final Prospectus  Supplement,
            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,  be
            reasonably  likely to  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,
            the Preliminary  Prospectus Supplement and the Final Prospectus  Supplement,  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  Preliminary
            Prospectus  Supplement and the Final  Prospectus  Supplement  under the headings
            "Legal  Matters"  and  "Summary --  Southern   California   Edison  Company"  or
            incorporated  by reference into the  Preliminary  Prospectus  Supplement and the
            Final Prospectus  Supplement from the sections entitled  "Business-- Regulation"
            and "-- Environmental  Matters" in the Company's  Annual Report on Form 10-K for
            the fiscal  year  ended  December  31,  2007,  as  supplemented  by  information
            contained  in the  Company's  subsequent  Quarterly  Reports  on Form  10-Q  and
            Current  Reports  on Form  8-K,  which  are  incorporated  by  reference  in the
            Preliminary  Prospectus Supplement and the Final Prospectus  Supplement,  fairly
            summarize  the matters  therein  described  in all  material  respects;  and the
            statements  set forth in the  Preliminary  Prospectus  Supplement  and the Final
            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  summarize  certain  provisions  of the
            Trust  Indenture,  the Supplemental  Indenture and the Securities,  are accurate
            summaries in all material respects;

Page 14



        (ix)  the Registration Statement has become effective under the Act; any required filing of
            the Preliminary Prospectus Supplement and the Final Prospectus  Supplement,  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  Final  Prospectus
            Supplement  (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;

        (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
            Preliminary Prospectus Supplement and the Final Prospectus Supplement,  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  Registration  Statement,  Preliminary
            Prospectus  Supplement  and the  Final  Prospectus  Supplement  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  articles of
            incorporation 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,  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 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


Page 15



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

      Such opinion will also include language to the effect that such counsel has no reason
      to believe that, as of the Initial Sale Time, the documents included in the
      Disclosure Package contained any untrue statement of a material fact or omitted to
      state any material fact necessary in order to make the statements therein, in the
      light of circumstances under which they were made, not misleading.

      Such opinion will also include language to the effect that counsel has no reason to
      believe that on the Effective Date 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
      Final Prospectus Supplement 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 any
      material fact necessary in order to make the statements therein, in light of the
      circumstances under which they were made, not misleading.

      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 she deems proper and specified in
      such opinion, upon the opinion of other counsel of good standing whom she believes to
      be reliable and who are satisfactory to counsel for the Underwriters and (B) as to
      matters of fact, to the extent she 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
      Final Prospectus Supplement in this paragraph (b) shall also include any supplements
      thereto at the Closing Date.

(c)   The  Representatives  shall have received from Cleary  Gottlieb  Steen &amp; Hamilton LLP,
      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 Senior Vice  President,  Chief Financial  Officer of the Company,  dated
      the  Closing  Date,  to the effect that he has  carefully  examined  the  Registration
      Statement,   the  Disclosure  Package  and  the  Final  Prospectus   Supplement,   any
      supplements or amendments thereto 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;


Page 16



        (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

        (iii) since the date of the most recent financial statements included or incorporated by
            reference in the  Preliminary  Prospectus  Supplement  and the Final  Prospectus
            Supplement  (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  Registration   Statement,
            Preliminary   Prospectus   Supplement  and  the  Final   Prospectus   Supplement
            (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  registered  public accounting firm with respect to the Company within the
      meaning of the Act and the applicable rules and regulations  thereunder adopted by the
      Commission and the Public Company Accounting  Oversight Board (United States) and that
      they have  performed a review of the unaudited  interim  financial  information of the
      Company for the three-month and six-month  periods ended June 30, 2008, and as at June
      30, 2008,  in accordance  with  Statement on Auditing  Standards  No. 100,  stating in
      effect that:

        (i)   in  their opinion the audited consolidated financial  statements and financial
            statement  schedules of the Company audited by them and included or incorporated
            by  reference  in  the  Registration   Statement,   the  Preliminary  Prospectus
            Supplement (in the case of the letter  delivered at the Execution  Time) and the
            Final Prospectus  Supplement (in the case of the letter delivered at the Closing
            Date) 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;  their limited review,  in accordance with
            standards  established  under  Statement on Auditing  Standards  No. 100, of the
            unaudited  interim  financial  information  for the  three-month  and  six-month
            periods ended June 30, 2008, and as at June 30, 2008,  incorporated by reference
            in the Registration  Statement,  the Preliminary  Prospectus  Supplement (in the
            case of the letter  delivered at the  Execution  Time) and the Final  Prospectus
            Supplement (in the case of the letter  delivered at the Closing Date);  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,


Page 16



            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, 2007,  nothing came to their
            attention which caused them to believe that:

                  (1) any unaudited financial statements included or incorporated by reference in the
                  Registration  Statement,  the  Preliminary  Prospectus  Supplement (in the
                  case  of the  letter  delivered  at the  Execution  Time)  and  the  Final
                  Prospectus  Supplement (in the case of the letter delivered at the Closing
                  Date) do not comply as to form in all material  respects  with  applicable
                  accounting  requirements  of the  Act  and  with  the  related  rules  and
                  regulations   adopted  by  the   Commission   with  respect  to  financial
                  statements  included or incorporated by reference in Quarterly  Reports on
                  Form 10-Q under the Exchange Act; and said unaudited financial  statements
                  are  not in  conformity  with  generally  accepted  accounting  principles
                  applied  on a basis  substantially  consistent  with  that of the  audited
                  financial   statements  included  or  incorporated  by  reference  in  the
                  Registration  Statement,  the  Preliminary  Prospectus  Supplement (in the
                  case  of the  letter  delivered  at the  Execution  Time)  and  the  Final
                  Prospectus  Supplement (in the case of the letter delivered at the Closing
                  Date); or

                  (2) with respect to the period subsequent to June 30, 2008, 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  June  30,  2008,  consolidated  balance  sheet
                  included or incorporated by reference in the Registration  Statement,  the
                  Preliminary  Prospectus Supplement (in the case of the letter delivered at
                  the Execution  Time) and the Final  Prospectus  Supplement (in the case of
                  the letter  delivered at the Closing Date), or for the period from July 1,
                  2008 to the most recent month end for which the financial  statements  are
                  available  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 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


Page 17



            subsidiaries)  set  forth  in  the  Registration   Statement,   the  Preliminary
            Prospectus  Supplement  (in the case of the letter  delivered  at the  Execution
            Time) and the Final  Prospectus  Supplement (in the case of the letter delivered
            at the Closing Date) and in Exhibit 12 to the Registration Statement,  including
            the information  set forth under the caption  "Selected  Financial  Information"
            incorporated by reference in the Preliminary  Prospectus Supplement (in the case
            of the  letter  delivered  at the  Execution  Time)  and  the  Final  Prospectus
            Supplement  (in the case of the  letter  delivered  at the  Closing  Date),  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,  the Preliminary  Prospectus Supplement (in the case of
            the letter delivered at the Execution Time) and the Final Prospectus  Supplement
            (in the case of the letter  delivered at the Closing Date),  and the information
            included in the  "Management's  Discussion  and Analysis of Financial  Condition
            and  Results  of  Operations"  included  or  incorporated  by  reference  in the
            Company's  Quarterly  Reports on Form 10-Q,  incorporated  by  reference  in the
            Registration  Statement,  the Preliminary  Prospectus Supplement (in the case of
            the letter delivered at the Execution Time) and the Final Prospectus  Supplement
            (in the case of the letter  delivered  at the  Closing  Date),  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),  the
      Preliminary  Prospectus  Supplement and the Final Prospectus  Supplement (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 Registration Statement,  the Preliminary Prospectus Supplement and
      the Final Prospectus  Supplement  (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),  the
      Preliminary  Prospectus  Supplement and the Final Prospectus  Supplement (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.


Page 18



(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 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 &amp; Hamilton LLP, 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
11 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 Merrill Lynch,  Pierce,  Fenner &amp; Smith Incorporated 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  Supplement,
the Final  Prospectus  Supplement,  any Issuer Free Writing  Prospectus  or the  information
contained in the Final Term Sheet,  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


Page 19



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
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 of the Final  Prospectus  Supplement  regarding  delivery of the
Securities   and,   under  the   heading  of  the  Final   Prospectus   Supplement   labeled
"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 the
Final Prospectus  Supplement  constitute the only information  furnished in writing by or on
behalf  of the  several  Underwriters  by the  Representatives  for  inclusion  in the Final
Prospectus Supplement.

(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


Page 20



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  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 Final  Prospectus  Supplement.  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).


Page 21



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 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 Final
Prospectus  Supplement 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.   Certain  Acknowledgements  by the Company.  The Company  acknowledges  and agrees that
the  Underwriters  are  acting  solely  in  the  capacity  of an  arm's  length  contractual
counterparty to the Company with respect to the offering of Securities  contemplated  hereby
(including in connection with  determining the terms of the offering) and not as a financial
advisor or a fiduciary  to, or an agent of, the Company or any other  person.  Additionally,
neither the  Representative  nor any other  Underwriter is advising the Company or any other
person  as  to  any  legal,  tax,  investment,  accounting  or  regulatory  matters  in  any
jurisdiction.  The Company shall consult with its own advisors  concerning  such matters and
shall be  responsible  for making its own  independent  investigation  and  appraisal of the
transactions  contemplated  hereby,  and the Underwriters  shall have no  responsibility  or
liability  to the  Company  with  respect  thereto.  Any review by the  Underwriters  of the
Company,   the  transactions   contemplated   hereby  or  other  matters  relating  to  such
transactions  will be performed  solely for the benefit of the Underwriters and shall not be
on behalf of the Company.

11.   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


Page 22



inadvisable to proceed with the offering or delivery of the
Securities  as  contemplated  by  the  Preliminary   Prospectus  Supplement  and  the  Final
Prospectus Supplement (exclusive of any supplement thereto).

12.   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.

13.   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 each of Credit Suisse  Securities (USA) LLC, 11 Madison Ave., New
York, NY 10010,  Attn: LCD-IBD (fax no.: (212) 325-4296);  Greenwich Capital Markets,  Inc.,
600 Steamboat Road,  Greenwich,  CT 06830,  Attention:  Debt Capital Markets  Syndicate (fax
no.: (203) 422-4534);  and Merrill Lynch, Pierce,  Fenner &amp; Smith, 4 World Financial Center,
New York, NY 10080,  Attention:  Corporate  Syndicate  Department (fax no.: (212) 738-2309);
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 Michael Henry (fax no.: (626) 302-2610).

14.   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.

15.   Applicable  Law and Waiver of Jury Trial.  (a) 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.

(b)   The Company and each of the Underwriters  hereby  irrevocably  waives,  to the fullest
extent  permitted  by  applicable  law,  any and all  right to  trial  by jury in any  legal
proceeding  arising out of or relating to this  Agreement or the  transactions  contemplated
hereby.

16.   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.

17.   Entire Agreement.  This Agreement  supersedes all prior agreements and  understandings
(whether  written or oral) between the Company and the  Underwriters,  or any of them,  with
respect to the subject matter hereof.

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


Page 24



19.   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.

            "Base Prospectus" shall mean the prospectus referred to in paragraph 1(a) above
      contained in the Registration Statement at the Effective Date.

            "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.

            "Disclosure Package" shall mean (i) the Preliminary Prospectus Supplement, as
      amended and supplemented to the Execution Time, (ii) the Issuer Free Writing
      Prospectuses, if any, identified in Schedule III hereto, (iii) the Final Term Sheet,
      and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter
      expressly agree in writing to treat as part of the Disclosure Package.

            "Effective Date" shall mean each date and time that the Registration Statement,
      any post-effective amendment or amendments thereto 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.

            "Final Prospectus Supplement" shall mean the prospectus supplement relating to
      the Securities that was first filed pursuant to Rule 424(b) after the Execution Time,
      together with the Base Prospectus.

            "Free Writing Prospectus" shall mean a free writing prospectus, as defined in
      Rule 405.

            "Initial Sale Time" shall mean 2pm (Eastern time) on the date of this
      Underwriting Agreement.

            "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus,
      as defined in Rule 433.

            "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.


Page 24



            "Preliminary Prospectus Supplement" shall mean any preliminary prospectus
      supplement to the Base Prospectus which describes the Securities and the offering
      thereof and is used prior to filing of the Final Prospectus Supplement, together with
      the Base Prospectus.

            "Registration Statement" shall mean the registration statement referred to in
      paragraph 1(a) above, including exhibits and financial statements, as amended on each
      Effective Date and, in the event any post-effective amendment thereto becomes
      effective prior to the Closing Date, shall also mean such registration statement as
      so amended.

            "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule
      424", "Rule 430B" and "Rule 433" refer to such rules under the Act.

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


Page 25



            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/ George T. Tabata
                                               ----------------------------------
                                          Name:    George T. Tabata
                                          Title:   Assistant Treasurer









                      [Underwriting Agreement Signature Page - 1 of 2]


Page 26



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


CREDIT SUISSE SECURITIES (USA) LLC


By:     /s/ Ray Henger
        -------------------------------------
Name:   Ray Henger
Title:  Managing Director



GREENWICH CAPITAL MARKETS, INC.


By:     /s/ Okwudiri Onyedum
        -------------------------------------
Name:   Okwudiri Onyedum
Title:  Senior Vice President



MERRILL LYNCH, PIERCE, FENNER &amp; SMITH INCORPORATED


By:     /s/ Partho Sanyal
        ----------------------------------------
Name:   Partho Sanyal
Title:  Vice President



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


                      [Underwriting Agreement Signature Page - 2 of 2]


Page 27



                                         SCHEDULE I


                                                          Principal Amount
                                                          of Securities to
Underwriter                                                 be Purchased


Credit Suisse Securities (USA) LLC....................       $108,000,000
Greenwich Capital Markets, Inc........................       $108,000,000
Merrill Lynch, Pierce, Fenner &amp; Smith Incorporated....       $108,000,000
Banc of America Securities LLC........................        $20,000,000
Deutsche Bank Securities Inc..........................        $20,000,000
Goldman, Sachs &amp; Co...................................        $20,000,000
CastleOak Securities, L.P.............................         $8,000,000
Samuel A. Ramirez &amp; Co., Inc..........................         $8,000,000
       Total..........................................       $400,000,000


Page 28



                                        SCHEDULE II


                                        $400,000,000
             5.500 % First and Refunding Mortgage Bonds, Series 2008B, Due 2018
                              ___________________________

Security:          5.500 % First and Refunding Mortgage Bonds, Series 2008B,
                   Due 2018

Issuer:            Southern California Edison Company ("SCE", or the "Company")

Principal Amount:  $400,000,000
                   A2/A/A+ (Moody's / S&amp;P/ Fitch)

Ratings of         Note: A securities rating is not a recommendation to buy,
Securities:        sell or hold securities and may be subject to revision or
                   withdrawal at any time.

Trade Date:        August 11, 2008

Settlement Date:   August 18, 2008 (T+5)

Maturity:          August 15, 2018

Benchmark US
Treasury:          4.00% due 2018

Benchmark US
Treasury yield:    4.025%

Spread to
Benchmark US
Treasury:          +155 bps

Reoffer Yield:     5.575%

Coupon:            5.500%

Coupon Payment
Dates:             February 15 and August 15

First Coupon
Payment Date:      February 15, 2009

Public Offering
Price:             99.432%

Optional           Callable at any time, in whole or in part, at a "make
Redemption:        whole" premium of T+25 bps

CUSIP/ISIN:        842400 FJ7 / US842400FJ70

Joint              Credit Suisse Securities (USA) LLC ("Credit Suisse")
Book-running       Greenwich Capital Markets, Inc. ("RBS Greenwich Capital")
Managers:          Merrill Lynch, Pierce, Fenner &amp; Smith Incorporated
                  ("Merril Lynch")

Senior             Banc of America Securities LLC
Co-managers:       Deutsche Bank Securities
                   Goldman, Sachs &amp; Co.

Junior             CastleOak Securities, L.P.
Co-managers:       Ramirez &amp; Co., Inc.




The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates.  Before you invest, you should read the
prospectus in that registration statement and other documents the issuer has filed with the
SEC for more complete information about the issuer and this offering.  You may get these
documents for free by visiting EDGAR on the SEC web site at www.sec.gov.  Alternatively,
the issuer, any underwriter or any dealer participating in the offering will arrange to
send you the prospectus if you request it by calling 1-800-221-1037 (toll free) for Credit
Suisse, by calling 1-866-500-5408 (toll free) for Merrill Lynch, or by calling
1-866-884-2071 (toll free) for RBS Greenwich Capital.


Page 29



                                        SCHEDULE III


          Schedule of Free Writing Prospectuses included in the Disclosure Package

NONE



Page 30


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                            ONE HUNDRED SIXTEENTH
                            SUPPLEMENTAL INDENTURE








                      Southern California Edison Company

                                      to

               The Bank of New York Mellon Trust Company, N.A.

                                     and

                                D. G. Donovan,

                                   Trustees







                         DATED AS OF AUGUST 13, 2008









Page 1



            This One Hundred Sixteenth Supplemental Indenture, dated as of
the 13th day of August, 2008, is entered into by and between Southern
California Edison Company (between 1930 and 1947 named "Southern California
Edison Company Ltd."), a corporation duly organized and existing under and by
virtue of the laws of the State of California and having its principal office
and mailing address at 2244 Walnut Grove Avenue, in the City of Rosemead,
County of Los Angeles, State of California 91770, and qualified to do
business in the States of Arizona, New Mexico, and Nevada (hereinafter
sometimes termed the "Company"), and The Bank of New York Mellon Trust
Company, N.A., a national banking association having its mailing address at 2
North LaSalle Street, in the City of Chicago, State of Illinois 60602
(formerly named The Bank of New York Trust Company, N.A., successor Trustee
to The Bank of New York, which was successor Trustee to Harris Trust and
Savings Bank), and D. G. Donovan of 2 North LaSalle Street, in the City of
Chicago, State of Illinois 60602 (successor Trustee to R. G. Mason, who was
successor Trustee to Wells Fargo Bank, National Association, which was
successor Trustee to Security Pacific National Bank, formerly named Security
First National Bank and Security-First National Bank of Los Angeles,
successor, by consolidation and merger, to Pacific-Southwest Trust &amp; Savings
Bank), as Trustees (hereinafter sometimes termed the "Trustees");

            WITNESSETH:

            WHEREAS, the Company heretofore executed and delivered to said
Harris Trust and Savings Bank and said Pacific-Southwest Trust &amp; Savings
Bank, Trustees, a certain Indenture of Mortgage or Deed of Trust dated as of
October 1, 1923, which said Indenture was duly filed for record and recorded
in the offices of the respective recorders of the following counties:  in the
State of California-Fresno County, Volume 397 of Official Records, page 1;
Imperial County, Book 1174 of Official Records, page 966; Inyo County, Volume
154 of Official Records, page 417; Kern County, Book 379 of Trust Deeds,
page 196; Kings County, Volume 84 of Deeds, page 1; Los Angeles County, Book
2963 of Official Records, page 1; Madera County, Volume 9 of Official
Records, page 63; Merced County, Volume 363 of Official Records, page 1;
Modoc County, Volume 230 of Official Records, page 119 et seq.; Mono County,
Volume 64 of Official Records, page 29; Orange County, Book 496 of Deeds,
page 1; Riverside County, Book 594 of Deeds, page 252; San Bernardino County,
Book 825 of Deeds, page 1; San Diego County, Series 5 Book 1964, page 84061;
Santa Barbara County, Book 229 of Deeds, page 30; Stanislaus County, Volume
465 of Official Records, page 370; Tulare County, Volume 50 of Official
Records, page 1; Tuolumne County, Volume 274 of Official Records, page 568;
and Ventura County, Volume 33 of Official Records, page 1; in the State of
Nevada-Clark County, Book 8 of Mortgages; Churchill County, Book 40 of
Official Records, page 235; Lyon County, Book 39 of Mortgages, page 1;
Mineral County, Book 13 of Official Records, page 794; Pershing County, Book
15 of Official Records, page 612; and Washoe County, Book 83 of Mortgages,
page 301; in the State of Arizona-La Paz County, Instrument No. 83-000212 of
Official Records; Mohave County, Book 11 of Realty Mortgages; Maricopa
County, Docket 4349 of Official Records, page 197; and Yuma County, Docket
369, page 310; and in the offices of the county clerks of the following
counties in the State of New Mexico-McKinley County, Book Mtg. 50, page 187
and filed as Document No. 10536 in the Chattel Records; and San Juan County,
Book Mtg. 630, page 13 and filed as Document No. 17838 in the Chattel Records
(hereinafter referred to as the "Original Indenture"), to secure the payment
of the principal of and interest on all bonds of the Company at any time
outstanding thereunder, and (as to certain such filings or recordings) the
principal of and interest on all Debentures of 1919 (referred to in the
Original Indenture and now retired) outstanding; and

            WHEREAS, the Company has heretofore executed and delivered to the
Trustees one hundred fifteen certain supplemental indentures, dated,
respectively, as of March 1, 1927, April 25, 1935, June 24, 1935,
September 1, 1935, August 15, 1939, September 1, 1940, January 15, 1948,
August 15, 1948, February 15, 1951, August 15, 1951, August 15, 1953,
August 15, 1954, April 15, 1956, February 15, 1957, July 1, 1957, August 15,
1957, August 15, 1958, January 15, 1960, August 15, 1960, April 1, 1961, May
1, 1962, October 15, 1962, May 15, 1963, February 15, 1964, February 1, 1965,
May 1, 1966, August 15, 1966, May 1, 1967, February 1, 1968, January 15,
1969, October 1, 1969, December 1, 1970, September 15, 1971, August 15, 1972,
February 1, 1974, July 1, 1974, November 1, 1974, March 1, 1975, March 15,
1976, July 1, 1977, November 1, 1978, June 15, 1979, September 15, 1979,
October 1, 1979, April 1, 1980, November 15, 1980, May 15, 1981, August 1,
1981, December 1, 1981, January 16, 1982, April 15, 1982, November 1, 1982,
November 1, 1982, January 1, 1983, May 1, 1983, December 1, 1984,


Page 2



March 15,
1985, October 1, 1985, October 15, 1985, March 1, 1986, March 15, 1986, April
15, 1986, April 15, 1986, July 1, 1986, September 1, 1986, September 1, 1986,
December 1, 1986, July 1, 1987, October 15, 1987, November 1, 1987, February
15, 1988, April 15, 1988, July 1, 1988, August 15, 1988, September 15, 1988,
January 15, 1989, May 1, 1990, June 15, 1990, August 15, 1990, December 1,
1990, April 1, 1991, May 1, 1991, June 1, 1991, December 1, 1991, February 1,
1992, April 1, 1992, July 1, 1992, July 15, 1992, December 1, 1992, January
15, 1993, March 1, 1993, June 1, 1993, June 15, 1993, July 15, 1993,
September 1, 1993, October 1, 1993, February 21, 2002, February 15, 2003,
October 15, 2003, December 15, 2003, January 7, 2004, February 26, 2004,
March 23, 2004, December 6, 2004, January 11, 2005, January 27, 2005, March
17, 2005, June 1, 2005, June 20, 2005, August 24, 2005, December 12, 2005,
January 24, 2006, April 4, 2006, December 4, 2006, and January 14, 2008,
which modify, amend and supplement the Original Indenture, such Original
Indenture, as so modified, amended and supplemented, being hereinafter
referred to as the "Amended Indenture"; and

            WHEREAS, there have been issued and are now outstanding and
entitled to the benefits of the Amended Indenture, First and Refunding
Mortgage Bonds as follows:

         Series             Due Date          Principal Amount
         2004A                2014                 300,000,000
         2004B                2034                 525,000,000
         2004D                2035                  79,400,000
         2004E                2035                  65,000,000
         2004F                2015                 300,000,000
         2004G                2035                 350,000,000
         2005A                2016                 400,000,000
         2005B                2036                 250,000,000
         2005D                2029                 203,460,000
         2005E                2035                 350,000,000
         2005F                2035                 248,585,000
         2006A                2036                 350,000,000
         2006B                2009                 150,000,000
         2006C                2028                 196,000,000
         2006D                2033                 135,000,000
         2006E                2037                 400,000,000
         2008A                2038                 600,000,000

            WHEREAS, the Company proposes presently to issue in fully
registered form only, without coupons, up to $400,000,000 aggregate principal
amount of a new series of the Company's First and Refunding Mortgage Bonds,
pursuant to resolutions of the Board of Directors or the Executive Committee
of the Board of Directors of the Company, or actions by one or more officers
of the Company, said new series to be designated as Series 2008B (referred to
herein as the "Bond"), and the Company's authorized bonded indebtedness has
been increased to provide for the issuance of the Bond; and

            WHEREAS, the Company has acquired real and personal property
since the execution and delivery of the One Hundred Fifteenth Supplemental
Indenture which, with certain exceptions, is subject to the lien of the
Amended Indenture by virtue of the after-acquired property clauses and other
clauses thereof, and the Company now desires in this One Hundred Sixteenth
Supplemental Indenture (hereinafter sometimes referred to as this
"Supplemental Indenture") expressly to convey and confirm unto the Trustees
all properties, whether real, personal or mixed, now owned by the Company
(with the exceptions hereinafter noted); and

            WHEREAS, for the purpose of further safeguarding the rights and
interests of the holders of bonds under the Amended Indenture, the Company
desires, in addition to such conveyance, to enter into certain covenants with
the Trustees; and


Page 3



            WHEREAS, the making, executing, acknowledging, delivering and
recording of this Supplemental Indenture have been duly authorized by proper
corporate action of the Company, and the Trustees have each duly determined
to execute and accept this Supplemental Indenture;

            NOW, THEREFORE, in order further to secure the payment of the
principal of and interest on all of the bonds of the Company at any time
outstanding under the Amended Indenture, as from time to time amended and
supplemented, including specifically, but without limitation, the First and
Refunding Mortgage Bonds, Series 2004A, Series 2004B, Series 2004D, Series
2004E, Series 2004F, Series 2004G, Series 2005A, Series 2005B, Series 2005D,
Series 2005E, Series 2005F, Series 2006A, Series 2006B, Series 2006C, Series
2006D, Series 2006E, and 2008A referred to above, all of said bonds having
been heretofore issued and being now outstanding, and the Bonds, of the
aggregate principal amount of up to $400,000,000, to be presently issued and
outstanding; and to secure the performance and observance of each and every
of the covenants and agreements contained in the Amended Indenture, and
without in any way limiting (except as hereinafter specifically provided) the
generality or effect of the Original Indenture or any of said supplemental
indentures executed and delivered prior to the execution and delivery of this
Supplemental Indenture insofar as by any provision of any said Indenture any
of the properties hereinafter referred to are subject to the lien and
operation thereof, but to such extent (except as hereinafter specifically
provided) confirming such lien and operation, and for and in consideration of
the premises, and of the sum of One Dollar ($1.00) to the Company duly paid
by the Trustees, at or upon the ensealing and delivery of these presents (the
receipt whereof is hereby acknowledged), the Company has executed and
delivered this Supplemental Indenture and has granted, bargained, sold,
aliened, released, conveyed, assigned, transferred, warranted, mortgaged, and
pledged, and by these presents does grant, bargain, sell, alien, release,
convey, assign, transfer, warrant, mortgage, and pledge unto the Trustees,
their successors in trust and their assigns forever, in trust, with power of
sale, all of the following:

            All and singular the plants, properties (including goods which
are or are to become fixtures), equipment, and generating, transmission,
feeding, storing, and distributing systems, and facilities and utilities of
the Company in the Counties of Fresno, Imperial, Inyo, Kern, Kings, Los
Angeles, Madera, Merced, Modoc, Mono, Orange, Riverside, San Bernardino, San
Diego, Santa Barbara, Stanislaus, Tulare, Tuolumne, and Ventura, in the State
of California, Churchill, Clark, Lyon, Mineral, Pershing, and Washoe, in the
State of Nevada, La Paz and Maricopa, in the State of Arizona, and McKinley
and San Juan, in the State of New Mexico, and elsewhere either within or
without said States, with all and singular the franchises, ordinances,
grants, easements, rights-of-way, permits, privileges, contracts,
appurtenances, tenements, and other rights and property thereunto
appertaining or belonging, as the same now exist and as the same or any and
all parts thereof may hereafter exist or be improved, added to, enlarged,
extended or acquired in said Counties, or elsewhere either within or without
said States;

            Together with, to the extent permitted by law, all other
properties, real, personal, and mixed (including goods which are or are to
become fixtures), except as herein expressly excepted, of every kind, nature,
and description, including those kinds and classes of property described or
referred to (whether specifically or generally or otherwise) in the Original
Indenture and/or in any one or more of the indentures supplemental thereto,
now or hereafter owned, possessed, acquired or enjoyed by or in any manner
appertaining to the Company, and the reversion and reversions, remainder and
remainders, tolls, incomes, revenues, rents, issues, and profits thereof; it
being hereby intended and expressly agreed that all the business, franchises,
and properties, real, personal, and mixed (except as herein expressly
excepted), of every kind and nature whatsoever and wherever situated, now
owned, possessed, or enjoyed, and which may hereafter be in anywise owned,
possessed, acquired, or enjoyed by the Company, shall be as fully embraced
within the provisions hereof and be subject to the lien created hereby and by
the Original Indenture and said supplemental indentures executed and
delivered prior to the execution and delivery of this Supplemental Indenture,
as if said properties were particularly described herein;

            Saving and excepting, however, anything contained herein or in
the granting clauses of the Original Indenture, or of the above mentioned
indentures supplemental thereto, or elsewhere contained in the Original
Indenture or said supplemental indentures, to the contrary notwithstanding,
from the property hereby or thereby mortgaged and pledged, all of the
following property (whether now owned by the


Page 4



Company or hereafter acquired by
it):  all bills, notes, warrants, customers' service and extension deposits,
accounts receivable, cash on hand or deposited in banks or with any
governmental agency, contracts, choses in action, operating agreements and
leases to others (as distinct from the property leased and without limiting
any rights of the Trustees with respect thereto under any of the provisions
of the Amended Indenture), all bonds, obligations, evidences of indebtedness,
shares of stock and other securities, and certificates or evidences of
interest therein, all office furniture and office equipment, motor vehicles
and tools therefor, all materials, goods, merchandise, and supplies acquired
for the purpose of sale in the ordinary course of business or for consumption
in the operation of any property of the Company, and all electrical energy
and other materials or products produced by the Company for sale,
distribution, or use in the ordinary conduct of its business--other than any
of the foregoing which has been or may be specifically transferred or
assigned to or pledged or deposited with the Trustees, or any of them, under
the Amended Indenture, or required by the provisions of the Amended
Indenture, so to be; provided, however, that if, upon the occurrence of a
default under the Amended Indenture, the Trustees, or any of them, or any
receiver appointed under the Amended Indenture, shall enter upon and take
possession of the mortgaged and pledged property, the Trustees, or such
Trustee or such receiver may, to the extent permitted by law, at the same
time likewise take possession of any and all of the property excepted by this
paragraph then on hand which is used or useful in connection with the
business of the Company, and collect, impound, use, and administer the same
to the same extent as if such property were part of the mortgaged and pledged
property and had been specifically mortgaged and pledged hereunder, unless
and until such default shall be remedied or waived and possession of the
mortgaged and pledged property restored to the Company, its successors or
assigns, and provided further, that upon the taking of such possession and
until possession shall be restored as aforesaid, all such excepted property
of which the Trustees, or such Trustee or such receiver shall have so taken
possession, shall be and become subject to the lien hereof, subject, however,
to any liens then existing on such excepted property.

            And the Company does hereby covenant and agree with the Trustees,
and the Trustees with the Company, as follows:

                                    PART I

            The Trustees shall have and hold all and singular the properties
conveyed, assigned, mortgaged and pledged hereby or by the Amended Indenture,
including property hereafter as well as heretofore acquired, in trust for the
equal and proportionate benefit and security of all present and future
holders of the bonds and interest obligations issued and to be issued under
the Amended Indenture, as from time to time amended and supplemented, without
preference of any bond over any other bond by reason of priority in date of
issuance, negotiation, time of maturity, or for any other cause whatsoever,
except as otherwise in the Amended Indenture, as from time to time amended
and supplemented, permitted, and to secure the payment of all bonds now or at
any time hereafter outstanding under the Amended Indenture, as from time to
time amended and supplemented, and the performance of and compliance with the
covenants and conditions of the Amended Indenture, as from time to time
amended and supplemented, and under and subject to the provisions and
conditions and for the uses set forth in the Amended Indenture, as from time
to time amended and supplemented.

                                   PART II

            Article I to Article Twenty-One, inclusive, of the Amended
Indenture are hereby incorporated by reference herein and made a part hereof
as fully as though set forth at length herein.

                                   PART III

            All of the terms appearing herein shall be defined as the same
are now defined under the provisions of the Amended Indenture, except when
expressly herein otherwise defined.


page 5



                                   PART IV

            Pursuant to Section 1 of Article Five of the Original Indenture,
as amended by Part IV, Subpart C, of the Sixth Supplemental Indenture, dated
as of September 1, 1940, the notice to be given with respect to the
redemption of the Bonds in whole or in part, shall be limited to and shall
consist of the giving by the Company or The Bank of New York Mellon Trust
Company, N.A., Trustee, of a notice in writing (including by facsimile
transmission) of such redemption, at least 30 days, but not more than 60
days, prior to the date fixed for redemption to the holder of each Bond
called for redemption at the holder's last address shown on the registry
books of the Company.  Failure to so provide such notice to the holder of any
Bond shall not affect the validity of the redemption proceedings with respect
to any other Bond.

                                    PART V

            The Bonds shall be in substantially the form set forth in a
resolution of the Board of Directors or the Executive Committee of the Board
of Directors of the Company, or a certificate evidencing action by an officer
or officers of the Company, and may have placed thereon such letters, numbers
or other marks of identification and such legends or endorsements as set
forth in this Supplemental Indenture or as may be required to comply with the
Securities Act of 1933, as amended (the "Securities Act"), any other laws,
any other rules of the Securities and Exchange Commission or any securities
exchange, or as may, consistently herewith, be determined to be necessary or
appropriate by the officers executing the Bonds, as evidenced by their
execution of the Bonds.

            The Bonds initially shall be represented by one or more
securities in registered, global form without interest coupons ("Global
Bonds").  Each certificate for Global Bonds shall represent the aggregate
principal of outstanding Bonds from time to time endorsed thereon and the
aggregate principal amount of outstanding Bonds represented thereby may from
time to time be reduced or increased, as appropriate, to reflect exchanges
and redemptions.  Any endorsement of a Global Bond certificate to reflect the
amount of any increase or decrease in the aggregate principal amount of
outstanding Bonds represented thereby shall be made by The Bank of New York
Mellon Trust Company, N.A., Trustee, as registrar for the Bonds (the "Bond
Registrar"), in accordance with instructions given by the registered holder
thereof.

            The Company initially appoints The Depository Trust Company
("DTC") to act as depositary with respect to the Global Bonds (together with
any successor, the "Depositary").  Each certificate representing Global Bonds
shall bear a legend in substantially the following form (the "Global Bond
Legend"):

            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
            REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
            CORPORATION ("DTC"), TO SOUTHERN CALIFORNIA EDISON COMPANY OR ITS
            AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
            CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &amp; CO. OR IN
            SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
            OF DTC (AND ANY PAYMENT IS MADE TO CEDE &amp; CO. OR TO SUCH OTHER
            ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
            ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
            BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
            HEREOF, CEDE &amp; CO., HAS AN INTEREST HEREIN.

            Beneficial interests in the Global Bonds may not be exchanged for
Bonds in certificated form ("Certificated Bonds") except in the limited
circumstances set forth below in this Supplemental Indenture.  Certificates
representing Certificated Bonds will not bear the Global Bond Legend.


Page 6



                                   PART VI

            The transfer and exchange of Global Bonds or beneficial interests
in Global Bonds shall be effected through the Depositary, in accordance with
the terms of the Amended Indenture (including the restriction on transfer set
forth herein) and the procedures of the Depositary.

            A Global Bond may be exchanged for Certificated Bonds if (a) the
Depositary for the Global Bond notifies the Company that the Depositary is
unwilling or unable to continue as to act as Depositary for the Global Bond
or has ceased to be a clearing agency registered under the Securities
Exchange Act of 1934, and in either case the Company fails to appoint a
successor Depositary within 90 days after delivery of such notice; (b) the
Company notifies the Bond Registrar in writing that it has elected to cause
the issuance of Certificated Bonds; or (c) there has occurred and is
continuing a default with respect to the Bonds under the Amended Indenture.
Certificated Bonds delivered in exchange for any Global Bond or beneficial
interests in Global Bonds will be executed by the Company, authenticated by
The Bank of New York Mellon Trust Company, N.A., as Trustee, registered in
the names, and issued in any approved denominations, requested by or on
behalf of the Depositary (in accordance with its customary procedures).

            When Certificated Bonds are presented to the Bond Registrar with
a request to register the transfer of the Certificated Bonds or to exchange
such Certificated Bonds for an equal principal amount of Certificated Bonds
of other authorized denominations, the Bond Registrar shall register the
transfer or make the exchange as requested if its requirements for such
transactions are met.

                                   PART VII

            All, but only, the duties, responsibilities, liabilities,
immunities, rights, powers, and indemnities against liability, of the
Trustees and each of them, with respect to the trust created by the Amended
Indenture, are hereby assumed by and given to the Trustees, and each of them,
with respect to the trust hereby created, and are so assumed and given
subject to all the terms and provisions with respect thereto as set forth in
the Amended Indenture, as fully and to all intents and purposes as if the
same were herein set forth at length; and this Supplemental Indenture is
executed by the Trustees for the purpose of evidencing their consent to the
foregoing.

            The recitals contained herein, except the recital that the
Trustees have each duly determined to execute and deliver this Supplemental
Indenture, shall be taken as the statements of the Company, and the Trustees
assume no responsibility for the correctness thereof.  The Trustees make no
representations as to the validity of this Supplemental Indenture.

                                  PART VIII

            As amended and supplemented by this Supplemental Indenture, the
Amended Indenture is in all respects ratified and confirmed, and the Original
Indenture and all said indentures supplemental thereto including this
Supplemental Indenture, shall be read, taken, and considered as one
instrument, and the Company agrees to conform to and comply with all and
singular the terms, provisions, covenants, and conditions set forth therein
and herein.

                                   PART IX

            In case any one or more of the provisions contained in this
Supplemental Indenture should be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect
any other provisions contained in this Supplemental Indenture, and, to the
extent and only to the extent that any such provision is invalid, illegal, or
unenforceable, this Supplemental Indenture shall be construed as if such
provision had never been contained herein.


Page 7



                                    PART X

            This Supplemental Indenture may be simultaneously executed and
delivered in any number of counterparts, each of which, when so executed and
delivered, shall be deemed to be an original.


Page 8



            IN WITNESS WHEREOF, the Company has caused its corporate name and
seal to be hereunto affixed and this Supplemental Indenture to be signed by
its Chairman of the Board, its Chief Executive Officer, its President, or one
of its Vice Presidents and attested by the signature of its Secretary or one
of its Assistant Secretaries, for and in its behalf; said The Bank of New
York Mellon Trust Company, N.A. has caused its name to be hereunto affixed,
and this Supplemental Indenture to be signed, by one of its Vice Presidents
or Assistant Vice Presidents or Agents; and said D. G. Donovan has hereunto
executed this Supplemental Indenture; all as of the day and year first above
written.  Executed in counterparts and in multiple.



                                          SOUTHERN CALIFORNIA EDISON COMPANY


                                          /s/ ROBERT C. BOADA
                                          ----------------------------------
                                          ROBERT C. BOADA
                                          Vice President and Treasurer


Attest:

/s/  BONITA J. SMITH
- --------------------------
BONITA J. SMITH
Assistant Secretary

(Seal)






                                          THE BANK OF NEW YORK MELLON TRUST
                                          COMPANY, N.A., Trustee



                                          /s/ JUDITH L. BARTOLINI
                                          ---------------------------------
                                          Name:  JUDITH L. BARTOLINI
                                          Title:  Vice President



                                          /s/ D. G. DONOVAN
                                          ---------------------------------
                                          D. G. DONOVAN
                                          Trustee


Page 9



STATE OF CALIFORNIA     }
                        }  ss.
COUNTY OF LOS ANGELES   }


      On this 13th day of August, 2008, before me, SARAH C. PEREZ, a Notary
Public, personally appeared ROBERT C. BOADA and BONITA J. SMITH, who proved
to me on the basis of satisfactory evidence to be the persons whose names are
subscribed to the within instrument and acknowledged to me that they executed
the same in their authorized capacities, and that by their signatures on the
instrument the persons, or the entity on behalf of which the persons acted,
executed the instrument.

      I  certify  under  PENALTY  OF  PERJURY  under  the laws of the State of
California that the foregoing paragraph is true and correct.

      WITNESS my hand and official seal.


                                          /s/ SARAH C. PEREZ
                                          ----------------------------------
                                          Notary Public, State of California

(Seal)

My Commission expires on August 22, 2009.



STATE OF ILLINOIS   }
                    }  ss.
COUNTY OF COOK      }

      On this 13th day of August, 2008, before me, T. MOSTERD, a Notary
Public, personally appeared Judith L. Bartolini, Vice President of THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee, who proved to me on the
basis of satisfactory evidence to be the person whose name is subscribed to
the within instrument and acknowledged to me that she executed the same in
her authorized capacity, and that by her signature on the instrument the
person, or entity on behalf of which the person acted, executed the
instrument.

      WITNESS my hand and official seal.


                                        /s/ T. MOSTERD
                                        -------------------------------------
                                        Notary Public, State of Illinois

(Seal)

My Commission expires on January 22, 2009.



STATE OF ILLINOIS }
                  }  ss.
COUNTY OF COOK    }


      On this 13th day of August, 2008, before me, T. MOSTERD, a Notary
Public, personally appeared D. G. DONOVAN, Trustee, who proved to me on the
basis of satisfactory evidence to be the person whose name is subscribed to
the within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person,
or entity on behalf of which the person acted, executed the instrument.

      WITNESS my hand and official seal.


                                        /s/ T. MOSTERD
                                        -------------------------------------
                                        Notary Public, State of Illinois

(Seal)

My Commission expires on January 22, 2009.


Page 11



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<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>4
<FILENAME>ex4_2cert116si.htm
<DESCRIPTION>CERTIFICATE AS TO ACTIONS TAKEN BY OFFICER OF SCE ADOPTED 8/11/08
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<TITLE>ex4_2cert116si</TITLE>
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<PRE>
                  CERTIFICATE AS TO ACTIONS TAKEN BY OFFICER
                    OF SOUTHERN CALIFORNIA EDISON COMPANY
                           Adopted August 11, 2008
            RE:   CREATION AND ISSUANCE OF A NEW SERIES
                  OF FIRST AND REFUNDING MORTGAGE BONDS

            WHEREAS, by resolutions adopted on August 11, 2005, and February
22, 2007, entitled "Resolution Re:  Financing Authorizations," the Board of
Directors of this corporation delegated to the undersigned officer the
authority to authorize and create an additional bonded indebtedness of this
corporation in the aggregate principal amount of $400,000,000 to be
represented by a new series of its First and Refunding Mortgage Bonds, Series
2008B (the "New Bonds"), and take all other actions necessary to create the
New Bonds and cause the New Bonds to be issued, sold, and delivered;

            NOW, THEREFORE, BE IT RESOLVED, that pursuant to that resolution
and the Trust Indenture dated as of October 1, 1923, between this corporation
and The Bank of New York Mellon Trust Company, N.A. (successor to Harris
Trust and Savings Bank) and D. G. Donovan (successor to Pacific-Southwest
Trust &amp; Savings Bank), as Trustees, as amended and supplemented, including as
supplemented or proposed to be supplemented by the One Hundred Sixteenth
Supplemental Indenture (the "Supplemental Indenture" and collectively, the
"Trust Indenture"), the undersigned officer hereby executes and delivers this
certificate and takes the actions set forth herein.

            BE IT FURTHER RESOLVED, that the undersigned officer hereby
authorizes and creates an authorized bonded indebtedness of this corporation
in the aggregate principal amount of $400,000,000, which shall be an increase
of, and in addition to, all presently existing


Page 1



authorized bonded indebtedness
of this corporation, and which shall be represented by the New Bonds.

            BE IT FURTHER RESOLVED, that the President or any Vice President
and the Secretary or any Assistant Secretary of this corporation are
authorized and directed, pursuant to the provisions of Section 1 of Article
Two of the Trust Indenture, to sign and present to The Bank of New York
Mellon Trust Company, N.A., as Trustee, a certificate stating that the
authorized bonded indebtedness of this corporation has been so increased.

            BE IT FURTHER RESOLVED, that each of the Chairman of the Board,
the Chief Executive Officer, the President, the Senior Vice President and
Chief Financial Officer, the Vice President and Treasurer, or any Assistant
Treasurer, or any of them acting alone, is authorized and directed to execute
and deliver the Supplemental Indenture, in such form as the officer acting
may approve, such approval to be evidenced by the execution thereof, and to
cause this corporation to perform all of its obligations under the
Supplemental Indenture.

            BE IT FURTHER RESOLVED, that, subject to the execution and
delivery of the Supplemental Indenture, the New Bonds, to be issued under and
secured by the Trust Indenture, are hereby created in the aggregate principal
amount of $400,000,000, and the New Bonds are hereby designated as "First and
Refunding Mortgage Bonds, Series 2008B, Due 2018;" the New Bonds shall be
dated as of their date of issuance, shall mature on August 15, 2018, and
shall bear interest from August 18, 2008, at the rate of 5.50% per annum on
the principal amount thereof, payable semiannually on February 15 and August
15 of each year; the principal of and premium, if any, and interest on the
New Bonds shall be payable at the offices of The Bank of New York Mellon
Trust Company, N.A., in Chicago, Illinois, or at such other agency or
agencies as may be designated by this corporation; all principal, premium, if
any, and interest shall be payable in


Page 2



such coin or currency of the United
States of America as at the time of payment shall be legal tender for public
and private debts; the New Bonds shall be transferable only on the books of
this corporation at the places designated above for the payment of the
principal of and premium, if any, and interest on the New Bonds, or at such
other agency or agencies as may be designated by this corporation; the New
Bonds shall be redeemable, at the option of this corporation, in whole or in
part, in the manner set forth in the form of definitive New Bond set forth
below; the New Bonds shall be issuable only as fully registered bonds,
without coupons, in denominations of $1,000 and integral multiples of $1,000
in excess thereof; the definitive New Bonds shall be numbered from R-1
upward; and the definitive New Bonds, and the Certificate of Authentication
to be endorsed upon each of the New Bonds, shall be substantially in the
following form with such legends thereon and changes therein as may be deemed
necessary or appropriate by the officer or officers executing the same, and
the blanks therein to be properly filled:

                    (Form of Definitive Series 2008B Bond)

                      SOUTHERN CALIFORNIA EDISON COMPANY
          First and Refunding Mortgage Bonds, Series 2008B, Due 2018

No. ____                                                    $_____________

      SOUTHERN CALIFORNIA EDISON COMPANY, a corporation organized and
existing under and by virtue of the laws of the State of California
(hereinafter called the "Company"), for value received, hereby promises to
pay to _____________________, the registered owner hereof, the principal sum
of $_______________ on August 15, 2018, and to pay interest on the unpaid
principal amount hereof to the registered owner hereof from August 18, 2008,
until said principal sum shall be paid, at the rate of 5.50% per annum,
payable semiannually on February 15 and August 15 in each year, beginning
February 15, 2009.  Such interest shall be paid to the person in whose name
this Bond is registered at the close of business on (1) the business day
immediately preceding the interest payment date if this Bond is in book-entry
only form, or (2) the 15th calendar day before each interest payment date if
this Bond is not in book-entry only form.

      The principal of and interest on this Bond are payable at the offices
of The Bank of New York Mellon Trust Company, N.A., as Trustee, in Chicago,
Illinois, or at such other agency or


Page 3



agencies as may be designated by the
Company, in such coin or currency of the United States of America as at the
time of payment is legal tender for public and private debts.

      This Bond is one of a series, designated as "Series 2008B, Due 2018,"
of a duly authorized issue of bonds of the Company, known as its "First and
Refunding Mortgage Bonds," issued and to be issued in one or more series
under and all equally and ratably secured by a Trust Indenture dated as of
October 1, 1923, and indentures supplemental thereto, including the One
Hundred Sixteenth Supplemental Indenture, dated as of August 13, 2008, which
have been duly executed, acknowledged and delivered by the Company to The
Bank of New York Mellon Trust Company, N.A. and D. G. Donovan, or one of
their predecessors, as Trustees, to which original indenture and indentures
supplemental thereto (collectively, the "Trust Indenture") reference is
hereby made for a description of the property, rights and franchises thereby
mortgaged and pledged, the nature and extent of the security thereby created,
the rights of the holders of this Bond and of the Trustees in respect of such
security, and the terms, restrictions and conditions upon which the bonds are
issued and secured.

      This Bond may be redeemed, in whole or in part, at the option of the
Company, at any time prior to its maturity, after notice given in writing
(including by facsimile transmission) to the registered owner hereof at the
last address shown on the registry books of the Company, by the Company or
The Bank of New York Mellon Trust Company, N.A., as Trustee, at least
30 days, but not more than 60 days, before the date fixed for redemption, at
a redemption price equal to the greater of (1) the principal amount redeemed
or (2) the sum of the present values of the remaining scheduled payments of
principal and interest (excluding any interest accrued from the immediately
preceding interest payment date to the date fixed for redemption) on this
Bond being redeemed, discounted to the date fixed for redemption on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Yield plus 25 basis points, plus in each case accrued
and unpaid interest to the date fixed for redemption.

      "Treasury Yield" means, for any date fixed for redemption, the rate per
year equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury
Price for the date fixed for redemption.

      "Comparable Treasury Issue" means the United States Treasury security
or securities selected by an Independent Investment Banker as having an
actual or interpolated maturity comparable to the remaining term to stated
maturity of this Bond that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of
this Bond.

      "Comparable Treasury Price" means, for any date fixed for redemption,
(1) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding the date fixed for redemption, as set forth in the
daily statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for
U.S. Government Securities" or (2) if that release (or any successor release)
is not published or does not contain those prices on that business day,
(A) the average of the Reference Treasury Dealer


Page 4



Quotations for the date
fixed for redemption, or (B) if the Independent Investment Banker obtains
fewer than four Reference Treasury Dealer Quotations, the average of all of
the Quotations.

      "Independent Investment Banker" means Merrill Lynch, Pierce, Fenner &amp;
Smith Incorporated ("Merrill Lynch") or its successor or, if such firm or its
successor is unwilling or unable to select the Comparable Treasury Issue, one
of the remaining Reference Treasury Dealers appointed by The Bank of New York
Mellon Trust Company, N.A., as Trustee, after consultation with the Company.

      "Reference Treasury Dealer" means (1) Credit Suisse Securities (USA)
LLC ("Credit Suisse"), Merrill Lynch and Greenwich Capital Markets, Inc.
("RBS Greenwich Capital") and any other primary U.S. Government securities
dealer in the United States of America (a "Primary Treasury Dealer")
designated by, and not affiliated with Credit Suisse, Merrill Lynch or RBS
Greenwich Capital, or their successors, provided, however, that if Credit
Suisse, Merrill Lynch or RBS Greenwich Capital, or any of their designees,
ceases to be a Primary Treasury Dealer, the Company will appoint another
Primary Treasury Dealer as a substitute, and (2) any other Primary Treasury
Dealer selected by the Company.

      "Reference Treasury Dealer Quotations" means, for each Reference
Treasury Dealer and any date fixed for redemption, the average, as determined
by the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker by
the Reference Treasury Dealer at 5:00 p.m. on the third business day
preceding the date fixed for redemption.

      If the Company elects to redeem fewer than all the Series 2008B Bonds,
The Bank of New York Mellon Trust Company, N.A., as Trustee, will select the
particular bonds to be redeemed on a pro rata basis, by lot or by such other
method of random selection, if any, that The Bank of New York Mellon Trust
Company, N.A., as Trustee, deems fair and appropriate.

      Any notice of redemption, at the Company's option, may state that the
redemption will be conditional upon receipt by the paying agent, on or prior
to the date fixed for the redemption, of money sufficient to pay the
principal of and premium, if any, and interest, if any, on the Series 2008B
Bonds to be redeemed and that if the money has not been so received, the
notice will be of no force and effect and the Company will not be required to
redeem this Bond.

      The Trust Indenture makes provision for a Special Trust Fund and
permits the use of moneys therein for the purpose, among others, of redeeming
or purchasing this Bond.

      If default shall be made in the payment of any installment of principal
of or interest on this Bond or in the performance or observance of any of the
covenants and agreements contained in the Trust Indenture, and such default
shall continue as provided in the Trust Indenture, then the principal of this
Bond may be declared and become due and payable as provided in the Trust
Indenture.


Page 5



      This Bond is transferable only on the books of the Company at any of
the places designated above for the payment of the principal of and premium,
if any, or interest on this Bond, or at such other agency or agencies as may
be designated by the Company, by the registered owner or by an attorney of
such owner duly authorized in writing, on surrender hereof properly endorsed,
and upon such surrender hereof, and the payment of charges, a new registered
bond or bonds of this series, of an equal aggregate principal amount, will be
issued to the transferee in lieu hereof, as provided in the Trust Indenture.

      The terms of the Trust Indenture may be modified as set forth in the
Trust Indenture; provided, however, that, among other things, (1) the
obligation of the Company to pay the principal of and premium, if any, and
interest on all bonds outstanding under the Trust Indenture, as at the time
in effect, shall continue unimpaired, (2) no modification shall give any of
said bonds any preference over any other of said bonds, and (3) no
modification shall authorize the creation of any lien prior to the lien of
the Trust Indenture on any of the trust property.

      No recourse shall be had for the payment of the principal of and
premium, if any, or interest on this Bond, or any part thereof, or for or on
account of the consideration herefor, or for any claim based hereon, or
otherwise in respect hereof, or of the Trust Indenture, against any past,
present or future stockholder, officer or director of the Company or of any
predecessor or successor company, whether for amounts unpaid on stock
subscriptions, or by virtue of any statue or constitution, or by the
enforcement of any assessment or penalty, or because of any representation or
inference arising from the capitalization of the Company or of such
predecessor or successor company, or otherwise; all such liability being, by
the acceptance hereof and as a part of the consideration for the issue
hereof, expressly released.

      This Bond shall not be valid or obligatory for any purpose until it
shall have been authenticated by the execution of the certificate of
authentication hereon of The Bank of New York Mellon Trust Company, N.A., as
Trustee, or its successor in trust.

      IN WITNESS WHEREOF, Southern California Edison Company has caused this
Bond to be executed in its name by its President or one of its Vice
Presidents and its corporate seal to be hereto affixed and attested by its
Secretary or one of its Assistant Secretaries, as of ____________, ____, such
execution and attestation to be by manual or facsimile signatures.

                                         SOUTHERN CALIFORNIA EDISON COMPANY

ATTEST: ______________________           By: ___________________________
         [Assistant] Secretary                   [Vice] President


Page 6



      (Form of Certificate of Authentication for all Series 2008B Bonds)

                            Trustee's Certificate

      This is to certify that this Bond is one of the Bonds, of the series
designated therein, described and referred to in the Trust Indenture within
mentioned.

                              THE BANK OF NEW YORK MELLON TRUST COMPANY,
                              N.A., TRUSTEE


                              By _________________________________
                                          [Authorized Agent]

                      (End of Form of Series 2008B Bond)


            BE IT FURTHER RESOLVED, that pursuant to the Trust Indenture, as
in effect following due execution and delivery of the Supplemental Indenture,
the President or any Vice President and the Secretary or any Assistant
Secretary of this corporation are authorized and directed, for and in the
name and on behalf of this corporation and under its corporate seal (which
seal may be either impressed, printed, lithographed or engraved thereon), to
execute (which execution may be by a facsimile signature) and to deliver the
New Bonds to The Bank of New York Mellon Trust Company, N.A., as Trustee, for
authentication in temporary and/or definitive form, and in such aggregate
principal amount up to $400,000,000 as the President or any Vice President
and the Secretary or any Assistant Secretary of this corporation shall in
their absolute discretion determine.

            BE IT FURTHER RESOLVED, that the President or any Vice President
and the Secretary or any Assistant Secretary of this corporation are
authorized and directed for and in the name and on behalf of this corporation
and under its corporate seal, to execute and to deliver to The Bank of New
York Mellon Trust Company, N.A., as Trustee, the written order of this


Page 7



corporation for the authentication and delivery of the New Bonds pursuant to
such sections of Article Two of the Trust Indenture as the officers acting
may determine.

            BE IT FURTHER RESOLVED, that the Secretary or any Assistant
Secretary of this corporation is hereby authorized and directed to deliver
to, and file with, The Bank of New York Mellon Trust Company, N.A., as
Trustee, a copy of the this certificate of actions taken, certified by the
Secretary or any Assistant Secretary of this corporation.

            IN WITNESS WHEREOF,  the undersigned has executed this certificate
as of the date first written above.

                                    /s/ George T. Tabata
                                    ----------------------------------
                                    George T. Tabata
                                    Assistant Treasurer
                                    Southern California Edison Company


Page 8



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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>5
<FILENAME>ex5_si116.htm
<DESCRIPTION>OPINION OF COUNSEL BY BARBARA MATHEWS
<TEXT>
<HTML>
<HEAD>
<TITLE>ex5_116si</TITLE>
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<BODY>
<PRE>
                                      August 11, 2008


Southern California Edison Company
2244 Walnut Grove Avenue
Rosemead, California 91770

   Re: Offering of Southern California Edison Company's
       $400,000,000 5.50% First and Refunding Mortgage Bonds,
       Series 2008B, Due 2018

Ladies and Gentlemen:

            I am Vice President, Associate General Counsel, Chief Governance Officer and
Corporate Secretary of Southern California Edison Company, a California corporation
("SCE").  You have requested my opinion in connection with the offering, issuance, and sale
by SCE of its $400,000,000 5.50% First and Refunding Mortgage Bonds, Series 2008B, Due 2018
(the "Bonds").  The Bonds will be issued under the Trust Indenture dated as of October 1,
1923, executed by and between the Company and The Bank of New York Mellon Trust Company,
N.A., as successor trustee and D. G. Donovan as successor trustee (the "Trustee"), as
amended and supplemented by supplemental indentures, including the One Hundred Sixteenth
Supplemental Indenture dated as of August 13, 2008 (that Trust Indenture, as so amended and
supplemented, being referred to herein as the "Indenture").

            The Bonds are being offered to the public by the Prospectus Supplement dated
August 11, 2008, to the Prospectus dated August 8, 2006 (together, the "Prospectus"), which
is part of a Registration Statement on Form S-3 (Registration No. 333-136394) (the
"Registration Statement"), filed by SCE with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Securities Act").  The Bonds are being sold by
the Company pursuant to the Underwriting Agreement dated August 11, 2008 (the "Underwriting
Agreement"), between the Company and Credit Suisse Securities (USA) LLC, Greenwich Capital
Markets, Inc., and Merrill Lynch, Pierce, Fenner &amp; Smith Incorporated, as representatives
of the several Underwriters named therein.

            In my capacity as Vice President, Associate General Counsel, Chief Governance
Officer and Corporate Secretary, I am generally familiar with the proceedings taken and
proposed to be taken by SCE for the authorization and issuance of the Bonds.  I, or
attorneys acting under my supervision, have made legal and factual examinations and
inquiries, including an examination of originals and copies certified or otherwise
identified to our satisfaction, of the documents, corporation records and instruments of
SCE that we have deemed necessary or appropriate for purposes of this opinion.  In our
examination, we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and the conformity to authentic original documents
of all documents submitted to us as copies.  In addition, we have obtained and relied upon
certificates and assurances from public officials that we have deemed necessary.


Page 1



            Subject to the foregoing and the other qualifications set forth herein, it is
my opinion that when the Bonds have been duly established in accordance with the terms of
the Indenture, duly authenticated by the Trustee, and duly executed, sold and delivered on
behalf of SCE in accordance with the terms and provisions of the Indenture and as
contemplated by the Registration Statement and the Prospectus, the Bonds will constitute
valid and legally binding obligations of SCE enforceable against SCE in accordance with the
terms of the Bonds.

            In addition to any assumptions, qualifications and other matters set forth
elsewhere herein, the opinions set forth above are subject to the following:

            (A)   My opinions with respect to the legality, validity, binding effect and
enforceability of the Bonds are subject to the effect of any applicable bankruptcy,
insolvency, fraudulent conveyance, fraudulent transfer, equitable subordination,
reorganization, moratorium, or similar law affecting creditors' rights generally and to the
effect of general principles of equity, including (without limitation) concepts of
materiality, reasonableness, estoppel, good faith, and fair dealing (regardless of whether
considered in a proceeding in equity or at law).  I express no opinion as to the
availability of equitable remedies.  In applying such equitable principles, a court, among
other things, might not allow a creditor to accelerate the maturity of a debt or enforce a
guaranty thereof upon the occurrence of a default deemed immaterial or for non-credit
reasons or might decline to order a debtor to perform covenants.  Such principles applied
by a court might also include a requirement that a creditor act with reasonableness and in
good faith.

            (B)   My opinions with respect to the legality, validity, binding effect, and
enforceability of the Bonds are also subject to (i) the terms of the franchises, licenses,
easements, leases, permits, contracts, and other instruments under which the property
subject to the Indenture is held or operated, (ii) in respect of nuclear energy facilities
included within the property subject to the Indenture, the provisions of the Atomic Energy
Act of 1954, as amended, and regulations thereunder, (iii) in respect of SCE's interest in
the Four Corners Generating Station in New Mexico, and the easement and lease therefor,
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 systems of the Bureau of Indian Affairs and the Navajo Nation, the possible
inability of SCE to resort to legal process to enforce its rights against the Navajo Nation
without Congressional consent and, in the case of SCE's lease, possible impairment or
termination under certain circumstances by Congress or the Secretary of the Interior,
(iv) other liens, prior rights and encumbrances none of which other liens, prior rights and
encumbrances, with minor or insubstantial exceptions, affects from a legal standpoint the
security for the Bonds or SCE's right to use such properties in its business, and (v)
governmental agency approvals that may be required in connection with foreclosure.

            (C)   Certain rights, remedies and waivers with respect to the Bonds may be
unenforceable in whole or in part, but the inclusion of such provisions in the Bonds does
not affect the validity of the Bonds, taken as a whole, and, except as set forth in
Paragraphs (A) and (B) above, the Indenture and the Bonds, taken as a whole, contain
adequate provisions for enforcing payment of the obligations with respect to the Bonds;
however, the unenforceability of such provisions may result in delays in or limitations on
the enforcement of the parties' rights


Page 2



and remedies under the Indenture or the Bonds (and I
express no opinion as to the economic consequences, if any, of such delays or limitations).

            (D)   I express no opinion on (i) any conflicts between any provision in the
Indenture or the Bonds and the real property antideficiency, fair value, and/or one form of
action provisions of California law, or any law governing foreclosure and disposition
procedures regarding any real or personal property collateral, or any limitations on
attorneys' or trustees' fees, and (ii) the effect of Section 1708 of the California Public
Utilities Code which, among other matters, provides that the California Public Utilities
Commission may at any time, upon notice to the parties, and with opportunity to be heard,
rescind, alter, or amend any order or decision made by it.

            (E)   I am a member of the Bar of the State of California.  My opinions
expressed herein are limited to the laws of the State of California and the federal laws of
the United States of America, except to the extent that my opinions are affected by the
laws of the States of Arizona, Nevada, and New Mexico, in which states the Company owns
certain assets and conducts certain business operations.

            (G)   This opinion letter is an expression of my professional judgment on the
legal issues explicitly addressed.  By rendering the opinions herein, I do not become an
insurer or guarantor of the expression of such professional judgment.  Nor does the
rendering of such opinions guarantee the outcome of any legal dispute that may arise out of
the contemplated transactions.  The rendering of the opinions herein does not create any
express or implied contract or agreement between or with any person entitled to rely
thereon and me.  My opinions set forth herein are based upon the facts in existence and
laws in effect on the date hereof, and are rendered as of the date hereof, and I expressly
disclaim any obligation to update my opinions herein, regardless of whether changes in such
facts or laws come to my attention after the delivery hereof.

            I consent to SCE filing this opinion with the Securities and Exchange
Commission as an exhibit to a Current Report on Form 8-K, which will be incorporated by
reference into the Prospectus, and to the reference to me under the caption "Legal Matters"
in the Prospectus.  In giving this consent, I do not hereby admit that I am in the category
of persons whose consent is required under Section 7 of the Securities Act and regulations
of the Securities and Exchange Commission issued thereunder.

                                    Very truly yours,

                                    /s/ Barbara E. Mathews
                                    --------------------------------------------------
                                    Barbara E. Mathews
                                    Vice President, Associate General Counsel,
                                    Chief Governance Officer and
                                    Corporate Secretary
                                    Southern California Edison Company


Page 3



</PRE>
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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>6
<FILENAME>ex12_1si116.htm
<DESCRIPTION>STATEMENT RE COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED A
<TEXT>
<HTML>
<HEAD>
<TITLE>ex12.1si116</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)
                                                                                            6 Months    6 Months    12 Months
                                           Year Ended December 31,                            Ended       Ended       Ended
                                  2003        2004        2005        2006        2007      6/30/07     6/30/08     6/30/08
                               ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------


EARNINGS BEFORE INCOME TAXES
  AND FIXED CHARGES:

Income before interest
     expense (1)               $1,727,267 $1,767,449  $1,414,472  $ 1,682,968  $ 1,549,401  $ 689,118  $ 649,625  $ 1,509,907
Add:
  Rentals (2)                         638        776       1,313        2,043        7,587      3,669      3,684        7,605
  Allocable portion of
     interest on
     long-term Contracts for
     the purchase of power (3)      1,568      1,515       1,457        1,393        1,322        671        633        1,285
  Amortization of previously
     capitalized fixed charges      1,638      1,405       1,579        1,196        1,365        713        802        1,454
                               ----------  ----------  ----------  -----------  -----------  ---------   --------  -----------


Total earnings before income
  taxes and fixed charges (A)  $1,731,111  $1,771,145  $1,418,821  $ 1,687,600  $ 1,559,675  $ 694,171  $ 654,744  $ 1,520,251
                               ==========  ==========  ==========  ===========  ===========  =========  =========  ===========



FIXED CHARGES (5):
  Interest and amortization     $  451,792  $  399,169  $  370,650  $  418,572   $ 453,426    $ 225,093   $ 206,726  $ 435,059
  Rentals (2)                          638         776       1,313       2,043       7,587        3,669       3,684      7,605
  Capitalized interest (4)           1,026         839       1,075       2,811       3,079          754       1,475      3,800
  Allocable portion of
     interest on long-term
      contracts for the
      purchase of power (3)          1,568       1,515       1,457       1,393       1,322          671         633      1,285
  Preferred and preference
       stock dividend
       requirements -
pre-tax basis                       22,262      22,962      37,587      77,251      74,061       33,946      33,993     74,348
                                    ------   ---------   ---------   ---------   ---------   ----------   ---------   --------

Total fixed charges (B)         $  477,286   $ 425,261   $ 412,082   $ 502,070   $ 539,475    $ 264,133   $ 246,511  $ 522,097
                                ==========   =========   =========   =========   =========   ==========   =========  =========


RATIO OF EARNINGS TO
  FIXED CHARGES (A) / (B):            3.63        4.16        3.44        3.36        2.89         2.63        2.66       2.91
                                ==========   =========   =========   =========   =========   ==========   =========   ========


(1)  Includes allowance for funds used during construction and accrual of unbilled revenue.
(2)  Rentals include the interest factor relating to certain significant rentals plus one-third of all remaining annual rentals,
     except for amounts allocated to power purchase contracts that are classified as operating leases.
(3)  Allocable portion of interest included in annual minimum debt service requirement of supplier.
(4)  Includes fixed charges associated with Nuclear Fuel and other capitalized interest. The amounts for 2003 &amp; 2006 are restated.
(5)  Interest expenses associated with income taxes are reflected as a component of income tax expense
     and are excluded from the determination of fixed charges.


</PRE>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.2
<SEQUENCE>7
<FILENAME>ex12_2si116.htm
<DESCRIPTION>RATIOS OF EARNINGS TO FIXED CHARGES
<TEXT>
<HTML>
<HEAD>
<TITLE>ex12.2si116</TITLE>
</HEAD>
<BODY><PRE>


SOUTHERN CALIFORNIA EDISON COMPANY AND CONSOLIDATED UTILITY-RELATED SUBSIDIARIES

RATIOS OF EARNINGS TO FIXED CHARGES

(Thousands of Dollars)
                                                                                                    6 Months   6 Months   12 Months
                                                Year Ended December 31,                              Ended      Ended       Ended
                                            2003       2004        2005        2006        2007     6/30/07    6/30/08     6/30/08
                                         ---------  ----------  ----------  ----------  ----------  ---------  ---------  ----------


EARNINGS BEFORE INCOME TAXES
  AND FIXED CHARGES:

Income before interest expense (1)    $ $1,727,267  $1,767,449  $1,414,472  $1,682,968  $1,549,401  $ 689,118  $ 649,625  $1,509,907
Add:
  Rentals (2)                                  638         776       1,313       2,043       7,587      3,669      3,684       7,605
  Allocable portion of interest
      on long-term Contracts for
      the purchase of power (3)              1,568       1,515       1,457       1,393       1,322        671        633       1,285
  Amortization of previously
      capitalized fixed charges              1,638       1,405       1,579       1,196       1,365        713        802       1,454

                                         ---------  ----------  ----------  ----------  ----------  ---------  ---------  ----------
Total earnings before income
  taxes and fixed charges (A)         $ $1,731,111  $1,771,145  $1,418,821  $1,687,600  $1,559,675  $ 694,171  $ 654,744  $1,520,251
                                        ==========  ==========  ==========  ==========  ==========  =========   ========  ==========





FIXED CHARGES (5):
  Interest and amortization           $ $ 451,792   $ 399,169  $ 370,650  $  418,572  $ 453,426   $ 225,093  $ 206,726  $ 435,059
  Rentals (2)                                 638         776      1,313       2,043      7,587       3,669      3,684      7,605
  Capitalized interest (4)                  1,026         839      1,075       2,811      3,079         754      1,475      3,800
  Allocable portion of interest on
      long-term contracts for
      the purchase of power (3)             1,568       1,515      1,457       1,393      1,322         671        633      1,285

                                        ---------   ---------  ----------  ---------  ---------  ----------   --------  ----------
Total fixed charges (B)               $ $ 455,024   $ 402,299  $  374,495  $ 424,819  $ 465,414   $ 230,187  $ 212,518   $ 447,749
                                        =========   =========  ==========  =========  =========  ==========   ========  ==========


RATIO OF EARNINGS TO
  FIXED CHARGES (A) / (B):                   3.80        4.40        3.79       3.97       3.35        3.02       3.08        3.40
                                       ==========   =========  ==========  =========  =========  ==========   ========  ==========



(1)   Includes allowance for funds used during construction and accrual of unbilled revenue.
(2)   Rentals include the interest factor relating to certain significant rentals plus one-third of all remaining annual rentals,
      except for amounts allocated to power purchase contracts that are classified as operating leases.
(3)   Allocable portion of interest included in annual minimum debt service requirement of supplier.
(4)   Includes fixed charges associated with Nuclear Fuel and other capitalized interest. The amounts for 2003 &amp; 2006 are restated.
(5)   Interest expenses associated with income taxes are reflected as a component of income tax expense
      and are excluded from the determination of fixed charges.



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