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<SEC-DOCUMENT>0000092103-09-000004.txt : 20090319
<SEC-HEADER>0000092103-09-000004.hdr.sgml : 20090319
<ACCEPTANCE-DATETIME>20090319171236
ACCESSION NUMBER:		0000092103-09-000004
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20090317
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20090319
DATE AS OF CHANGE:		20090319

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:			1208

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-02313
		FILM NUMBER:		09693999

	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
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<DESCRIPTION>SCE'S FORM 8-K RE 118TH SUPPLEMENTAL INDENTURE
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==============================================================================

                                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): March 17, 2009



                      SOUTHERN CALIFORNIA EDISON COMPANY
            (Exact name of registrant as specified in its charter)


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


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

                                 626-302-1212
             (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


Item 1.01  Entry into a Material Definitive Agreement

      On March 17, 2009, Southern California Edison Company ("SCE") entered
into a Credit Agreement (the "Credit Agreement") with Bank of America, N.A.,
as Administrative Agent, Wells Fargo Bank, N.A., as Syndication Agent, and
Barclays Bank PLC, Morgan Stanley Bank, N.A., SunTrust Bank and UBS Loan
Finance LLC, as Documentation Agents, and the lenders thereto.

      The Credit Agreement provides for a $500 million 364-day revolving
credit facility.  The Credit Agreement terminates on March 16, 2010 and
contains standard covenants and representations and warranties.  SCE expects
to use the additional liquidity provided by the facility to support power
procurement activities.

      Many of the investment banking firms that are a party to the Credit
Agreement or their affiliates have in the past performed, and may in the
future from time to time perform, investment banking, financial advisory,
lending and/or commercial banking services for SCE and certain of its
subsidiaries and affiliates, for which service they have in the past
received, and may in the future receive, customary compensation and
reimbursement of expenses.

      The foregoing description is qualified in its entirety by reference to
the full text of the Credit Agreement, filed as Exhibit 10 hereto and
incorporated by reference herein.

Item 2.03   Creation of a Direct Financial Obligation or an Obligation under
            an Off-Balance Sheet Arrangement of a Registrant

      See Item 1.01.

Item 8.01   Other Events

      On March 17, 2009, SCE agreed to sell $500,000,000 principal amount of
its 6.05% First and Refunding Mortgage Bonds, Series 2009A, Due 2039; and
$250,000,000 principal amount of its 4.15% First and Refunding Mortgage
Bonds, Series 2009B, Due 2014 (the "Bonds").  For further information
concerning the Bonds, refer to the exhibits contained in this Current Report
on Form 8-K.

Item 9.01   Financial Statements and Exhibits

(c)   Exhibits

      See the Exhibit Index below.


Page 2


                                  SIGNATURES

      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:  March 19, 2009


Page 3


                                EXHIBIT INDEX

- ---------------------------------------------------------------------------
Exhibit No.  Description

- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------

1            Underwriting Agreement dated as of March 17, 2009
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------

4.1          One Hundred Eighteenth Supplemental Indenture dated as of
             March 18, 2009
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------

4.2          Certificate as to Actions Taken by Officer of Southern
             California Edison Company, dated as of March 17, 2009
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------

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

10           Credit Agreement dated as of March 17, 2009 among Southern
             California Edison Company and the Lenders named therein
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------

12.1         Statement re Computation of Ratios of Earnings to Combined
             Fixed Charges and Preferred Equity Dividends
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------

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


Page 4


</PRE>
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<DESCRIPTION>UNDERWRITING AGREEMENT OF 3/17/09
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<PRE>
                                                                             Execution Copy





                             Southern California Edison Company

            $500,000,000 6.05% First and Refunding Mortgage Bonds, Series 2009A,
                                     Due March 15, 2039

            $250,000,000 4.15% First and Refunding Mortgage Bonds, Series 2009B,
                                   Due September 15, 2014


                                   Underwriting Agreement

                                                                          New York, New York

                                                                              March 17, 2009

Banc of America Securities LLC
Barclays Capital Inc.
Morgan Stanley and Co. Incorporated
SunTrust Robinson Humphrey, Inc.
UBS Securities LLC
Wachovia Capital Markets, LLC
   As Representatives of the several Underwriters


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, $500,000,000 principal amount of its 6.05% First and Refunding Mortgage
Bonds, Series 2009A, Due March 15, 2039 (the "2009A Bonds") and $250,000,000 principal
amount of its 4.15% First and Refunding Mortgage Bonds, Series 2009B, Due September 15,
2014 (the "2009B Bonds," and together with the 2009A Bonds, the "Securities"), to be issued
under the One Hundred Eighteenth Supplemental Indenture (the "Supplemental Indenture") to
be dated as of March 18, 2009, 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 and
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


Page 1


"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.

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.


Page 2


(c)   As of the Initial Sale Time,  the  Disclosure  Package when taken together as a whole,
      does 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 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  Sheets  include 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.


Page 3


(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.

(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,  2008  (the  "Form  10-K"),  as
      supplemented by information  contained in the Company's  subsequent 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


Page 4


      rights and  encumbrances  none of which (with the possible  exception of
      the matter referred to in clause (D) above), with immaterial exceptions,  affects from
      a legal  standpoint  the security for the  Securities,  the ability of the Trustees to
      foreclose  on the  property  subject  to the liens  created  by the  Indenture  or the
      Company's  right to use such  properties in its business);  the  Securities  have been
      duly and validly  authorized,  and,  when issued and  delivered to and paid for by the
      Underwriters pursuant to this Agreement,  will be legal, valid and binding obligations
      of the Company  entitled to the  benefits  provided by the  Indenture,  subject to the
      exceptions set forth above in clauses (A) through (E) of this Section 1(k).

(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,


Page 5


      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  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  schedule  for the  year  ended
      December  31,  2008   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.


Page 6


(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  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).


Page 7


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

(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


Page 8


shall be deemed a representation and warranty by the Company, as to matters
covered thereby, to each Underwriter.

2.    Purchase  and Sale.  Subject  to the terms and  conditions  and in  reliance  upon the
representations  and  warranties  herein  set  forth,  the  Company  agrees  to sell to each
Underwriter,  and each Underwriter  agrees,  severally and not jointly, to purchase from the
Company,  (a) at a purchase price of 98.306% of the principal amount thereof,  the principal
amount of the 2009A Bonds set forth opposite such  Underwriter's  name in Schedule I hereto,
and (b) at a purchase  price of 99.386%  of the  principal  amount  thereof,  the  principal
amount of the 2009B Bonds 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  a.m.,  New York City time,  on March 20,  2009 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


Page 9


      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 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  for  each  series  of  Securities,
      substantially  in the form of Schedule II hereto (the "Final Term  Sheets"),  and will
      file the Final Term Sheets  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


Page 10


      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 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 Sheets;  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.


Page 11


(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
      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  Initial  Sale  Time,  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 Sheets 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 12


(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,  provided  that no opinion is given
            with respect to the properties and assets of the Company  located in New Mexico,
            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,  2008,  as  supplemented  by  information
            contained in the Company's  subsequent  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;

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


Page 13


            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

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


Page 14


      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 and 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;

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


Page 15


(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 audited  financial  information of the Company for
      the year ended  December 31, 2008,  and as at December 31, 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  schedule 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;  carrying out certain specified  procedures
            (but  not  an  examination  in  accordance  with  generally   accepted  auditing
            standards)  which would not  necessarily  reveal  matters of  significance  with
            respect to the comments  set forth in such  letter;  a reading of the minutes of
            the  meetings  of  the  stockholders,  directors  and  the  executive,  finance,
            compensation  and audit  committees  of the  Company,  and  inquiries of certain
            officials of the Company who have  responsibility  for financial and  accounting
            matters  of the  Company  and its  subsidiaries  as to  transactions  and events
            subsequent to December 31, 2008,  nothing came to their  attention  which caused
            them to believe that:

(1)   at the date of the latest available  consolidated balance sheet of the Company and its
                  subsidiaries  read by such accountants  there was any change in the common
                  stock,  increase in long-term  debt, or decrease in  consolidated  working
                  capital or common  shareholder's  equity as compared with amounts shown on
                  the latest consolidated  balance sheet of the Company and its subsidiaries
                  included  in  the  Registration  Statement,   the


Page 16


                  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);

(2)   for the period from the closing date of the latest  consolidated  income  statement of
                  the Company and its subsidiaries  included 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) to the closing date
                  of the latest available  consolidated  income statement of the Company and
                  its  subsidiaries  read by such accountants  there were any decreases,  as
                  compared  with  the  corresponding   period  of  the  preceding  year,  in
                  consolidated  operating revenue,  operating income,  income before tax and
                  net income available for common stock; or

(3)   with  respect  to the period  subsequent  to  December  31,  2008,  there  were,  at a
                  specified  date not more than five days  prior to the date of the  letter,
                  any  change in  common  stock or  increase  in the  long-term  debt of the
                  Company and its  subsidiaries  as compared  with the amounts  shown on the
                  December 31, 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);

            except  in all  instances  set  forth in  clauses  (1),  (2) and (3)  above  for
            changes,   increases  or  decreases  which  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)  disclose have occurred or may occur or which are
            set forth in such letter,  in which case the letter shall be  accompanied  by an
            explanation  by  the  Company  as  to  the  significance   thereof  unless  said
            explanation is not deemed necessary by the Representatives; and

(iii) they have  performed  certain  other  specified  procedures  as a result of which they
            determined that certain  information of an accounting,  financial or statistical
            nature (which is limited to  accounting,  financial or  statistical  information
            derived   from  the   general   accounting   records  of  the  Company  and  its
            subsidiaries)  set  forth  in  the  Registration   Statement,   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,


Page 17


            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  either  indicates a negative  change or
      does not indicate the direction of the possible change.

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

            If any of the conditions specified in this Section 6 shall not have been
fulfilled when and as provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement shall not be reasonably
satisfactory in form and substance 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 and Hamilton LLP, counsel for the Underwriters, at One
Liberty Plaza, New York, NY, on the Closing Date.


Page 18


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 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.  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 Sheets,  or in any  amendment  thereof or  supplement  thereto,  or arise out of or are
based upon the omission or alleged  omission to state therein a material fact required to be
stated therein or necessary to make the  statements  therein not  misleading,  and agrees to
reimburse  each  such  indemnified  party,  as  incurred,  for any  legal or other  expenses
reasonably  incurred by them in connection  with  investigating  or defending any such loss,
claim, damage, liability or action;  provided,  however, that the Company will not be liable
in any such case to the extent that any such loss, claim,  damage or liability arises out of
or is based upon any such  untrue  statement  or alleged  untrue  statement  or  omission or
alleged  omission made therein in reliance upon and in conformity  with written  information
furnished  to the Company by or on behalf of any  Underwriter  through  the  Representatives
specifically  for inclusion  therein.  This  indemnity  agreement will be in addition to any
liability which the Company may otherwise have.

(a)   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


Page 20


behalf  of the  several  Underwriters  by the  Representatives  for  inclusion  in the Final
Prospectus Supplement.

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

(c)   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


Page 21


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).

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


Page 22


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 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 Banc of America  Securities  LLC, One Bryant  Park,  New
York, NY 10036,  Attention:  High Grade Debt Capital  Markets  Transaction  Management/Legal
(fax no.:  (704)  264-2522),  Barclays  Capital Inc.,  200 Park Avenue,  New York, NY 10166,
Attention:  Investment  Grade  Syndicate  (fax no.:  (212)  412-7305),  Morgan Stanley and Co.
Incorporated,  1585 Broadway, 29th Floor, New York, NY 10036, Attention:  Investment Banking
Division (fax no.: (212) 507-8999),  SunTrust Robinson Humphrey, Inc., 303 Peachtree Street,
24 Floor,  Atlanta,  GA 30308,  Attention:  High Grade Debt Capital  Markets (fax no.: (404)
588-7005),  UBS Securities


Page 23


LLC, 677 Washington  Boulevard,  Stamford,  CT 06901,  Attention:
Fixed Income  Syndicate (fax no.: (203)  719-0495) and Wachovia  Capital  Markets,  LLC, One
Wachovia Center, 301 S. College Street,  Charlotte,  NC 28288-0613,  Attention:  Transaction
Management  Department  (fax  no.:  (704)  383-9165);  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.  -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.

(a)   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.

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.


Page 23


            "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 Sheets,
      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 2:00 p.m. (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.

            "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 24


            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


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

BANC OF AMERICA SECURITIES LLC          BARCLAYS CAPITAL INC.

By: /s/ Joseph A. Crowley               By: /s/ Robert A. Stowe
    ---------------------                   -------------------
    Name: Joseph A. Crowley             Name: Robert A. Stowe
    Title: Vice President               Title: Managing Director


MORGAN STANLEY AND CO. INCORPORATED     SUNTRUST ROBINSON HUMPHREY, INC.

By: /s/ Yurij Slyz                      By: /s/ Christopher S. Grumboski
    --------------                          ----------------------------
    Name: Yurij Slyz                    Name: Christopher S. Grumboski
    Title: Vice President               Title: Director


UBS SECURITIES LLC                      WACHOVIA CAPITAL MARKETS, LLC

By: /s/ Christopher Forshner            By: /s/ Carolyn C. Hurley
    ------------------------                ---------------------
      Name: Christopher Forshner        Name: Carolyn C. Hurley
      Title: Managing Director          Title: Vice President
             UBS Securities LLC


By: /s/ Mark W. Spadaccini
    ----------------------
    Name: Mark W. Spadaccini
    Title: Associate Director






For themselves and the other several
Underwriters named in Schedule I to
the foregoing Agreement.
                [Underwriting Agreement Signature Page - 2 of 2]


Page


                                         SCHEDULE I
                                                  Principal        Principal
                                               Amount of 2009A     Amount of
                                                 Bonds to be     2009B Bonds to
Underwriter                                       Purchased       be Purchased

Banc of America Securities LLC....................$80,000,000      $40,000,000
Barclays Capital Inc..............................$75,000,000      $37,500,000
Morgan Stanley and Co. Incorporated...............$75,000,000      $37,500,000
SunTrust Robinson Humphrey, Inc...................$75,000,000      $37,500,000
UBS Securities LLC................................$75,000,000      $37,500,000
Wachovia Capital Markets, LLC.....................$75,000,000      $37,500,000
Blaylock Robert Van, LLC..........................$17,500,000       $8,750,000
Cabrera Capital Markets, LLC......................$17,500,000       $8,750,000
Muriel Siebert and Co., Inc........................$5,000,000       $2,500,000
The Williams Capital Group, L.P....................$5,000,000       $2,500,000
       Total.....................................$500,000,000     $250,000,000


Page


                                        SCHEDULE II


Page


                                        $500,000,000
                  6.05% First and Refunding Mortgage Bonds, Series 2009A,
                                     Due March 15, 2039

                               SUMMARY OF TERMS

Security:          6.05% First and Refunding Mortgage Bonds, Series 2009A,
                   Due March 15, 2039

Issuer:            Southern California Edison Company

Principal Amount:  $500,000,000

Ratings of         A2/A/A+ (Moody's / S and P/ Fitch)
Securities:        Note: A securities rating is not a recommendation to buy,
                   sell or hold securities and may be subject to revision or
                   withdrawal at any time.

Trade Date:        March 17, 2009

Settlement Date:   March 20, 2009 (T+3)

Maturity:          March 15, 2039

Benchmark US
Treasury:          4.500% due May 15, 2038

Benchmark US
Treasury Yield:    3.760%

Spread to
Benchmark US
Treasury:          +235 bps

Reoffer Yield:     6.110%

Coupon:            6.05%

Coupon Payment
Dates:             March 15th and September 15th

First Coupon
Payment Date:      September 15, 2009

Public Offering
Price:             99.181%

Optional           Callable at any time, in whole or in part, at a "make
Redemption:        whole" premium of T+35 bps

CUSIP/ISIN:        842400 FL2 / US842400FL27

                   Banc of America Securities LLC ("Banc of America")
                   Barclays Capital Inc. ("Barclays Capital")
Joint              Morgan Stanley and Co. Incorporated ("Morgan Stanley")
Book-running       SunTrust Robinson Humphrey, Inc. ("SunTrust")
Managers:          UBS Securities LLC ("UBS")
                   Wachovia Capital Markets, LLC ("Wachovia")

                   Blaylock Robert Van, LLC
                   Cabrera Capital Markets, LLC
Co-managers:       Muriel Siebert and Co., Inc.
                   The Williams Capital Group, L.P.

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 1-800-294-1322 for Banc of America, by
calling 1-888-227-2275 ext. 2663 for Barclays Capital, by calling 1-866-718-1649 for Morgan
Stanley, by calling 1-800-685-4786 for SunTrust, by calling 1-877-827-6444 ext. 561-3884
for UBS or by calling 1-800-326-5897 for Wachovia.


Page


                                        $250,000,000
                  4.15% First and Refunding Mortgage Bonds, Series 2009B,
                                   Due September 15, 2014

                               SUMMARY OF TERMS

Security:          4.15% First and Refunding Mortgage Bonds, Series 2009B,
                   Due September 15, 2014

Issuer:            Southern California Edison Company

Principal Amount:  $250,000,000

Ratings of         A2/A/A+ (Moody's / S and P/ Fitch)
Securities:        Note: A securities rating is not a recommendation to buy,
                   sell or hold securities and may be subject to revision or
                   withdrawal at any time.

Trade Date:        March 17, 2009


Settlement Date:   March 20, 2009 (T+3)

Maturity:          September 15, 2014

Benchmark US
Treasury:          1.875% due February 28, 2014

Benchmark US
Treasury Yield:    1.953%

Spread to
Benchmark US       +220 bps
Treasury:

Reoffer Yield:     4.153%

Coupon:            4.15%

Coupon Payment
Dates:             March 15th and September 15th

First Coupon
Payment Date:      September 15, 2009

Public Offering
Price:             99.986%

Optional           Callable at any time, in whole or in part, at a "make
Redemption:        whole" premium of T+35 bps

CUSIP/ISIN:        842400 FM0 / US842400FM00

                   Banc of America Securities LLC ("Banc of America")
                   Barclays Capital Inc. ("Barclays Capital")
Joint              Morgan Stanley and Co. Incorporated ("Morgan Stanley")
Book-running       SunTrust Robinson Humphrey, Inc. ("SunTrust")
Managers:          UBS Securities LLC ("UBS")
                   Wachovia Capital Markets, LLC ("Wachovia")

                   Blaylock Robert Van, LLC
                   Cabrera Capital Markets, LLC
Co-managers:       Muriel Siebert and Co., Inc.
                   The Williams Capital Group, L.P.

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 1-800-294-1322 for Banc of America, by
calling 1-888-227-2275 ext. 2663 for Barclays Capital, by calling 1-866-718-1649 for Morgan
Stanley, by calling 1-800-685-4786 for SunTrust, by calling 1-877-827-6444 ext. 561-3884
for UBS or by calling 1-800-326-5897 for Wachovia.


Page


                                        SCHEDULE III


          Schedule of Free Writing Prospectuses included in the Disclosure Package

[NONE]


Page


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<DESCRIPTION>SCE'S 118TH SUPPLEMENTAL INDENTURE OF 3/18/09
<TEXT>
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<PRE>






                            ONE HUNDRED EIGHTEENTH
                            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 MARCH 18, 2009


Page 1


            This One Hundred Eighteenth Supplemental Indenture, dated as of
the 18th day of March, 2009, 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 and 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 and 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 seventeen 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,


Page 2


1984, 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, January 14, 2008, August
13, 2008 and October 9, 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
         2006C                2028                 196,000,000
         2006D                2033                 135,000,000
         2006E                2037                 400,000,000
         2008A                2038                 600,000,000
         2008B                2018                 400,000,000
         2008C                2014                 500,000,000

            WHEREAS, the Company proposes presently to issue in fully
registered form only, without coupons, two 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 2009A and Series 2009B (collectively referred to
herein as the "Bonds"), and the Company's authorized bonded indebtedness has
been increased to provide for the issuance of the Bonds; and

            WHEREAS, the Company has acquired real and personal property
since the execution and delivery of the One Hundred Seventeenth 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 Eighteenth
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 2006C, Series 2006D, Series
2006E, Series 2008A, Series 2008B and Series 2008C, referred to above, all of
said bonds having been heretofore issued and being now outstanding, and the
Bonds, in the initial aggregate principal amount of $750,000,000, 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


Page 4


hereby or thereby mortgaged and pledged, all of the
following property (whether now owned by the 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 two 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 of a series from time to time endorsed thereon
and the aggregate principal amount of outstanding Bonds of a series
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 AND CO. OR IN
            SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
            OF DTC (AND ANY PAYMENT IS MADE TO CEDE AND 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 AND 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.

                                   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

            The Series 2009A Bonds and Series 2009B Bonds need not be issued
at the same time and either or both such series may be reopened at any time,
without notice to or the consent of any then-existing holder or holders of
any Bond, for issuances of additional Bonds in an unlimited principal
amount.  Any such additional Bonds will have the same interest rate, maturity
and other terms as those of that series initially issued, except for payment
of interest accruing prior to the original issue date of such additional
Bonds and, if applicable, for the first interest payment date following such
original issue date.

                                   PART IX

            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.


Page 7


                                    PART X

            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.

                                   PART XI

            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


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


      On this 18th day of March, 2009, 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.


Page


STATE OF ILLINOIS   }
                    }  ss.
COUNTY OF COOK      }

      On this 18th day of March, 2009, before me, JULIE MEADORS, 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/ Julie Meadors
                                    ----------------------------------
                                    Notary Public


(Seal)

My Commission expires on January 7, 2012.




STATE OF ILLINOIS }
                  }  ss.
COUNTY OF COOK    }


      On this 18th day of March, 2009, before me, JULIE MEADORS, 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/ Julie Meadors
                                    ----------------------------------
                                    Notary Public


(Seal)

My Commission expires on January 7, 2012.

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                         CERTIFICATE AS TO ACTIONS TAKEN BY OFFICER
                           OF SOUTHERN CALIFORNIA EDISON COMPANY

                                   Adopted March 17, 2009

                      RE:   CREATION AND ISSUANCE OF TWO NEW SERIES
                            OF FIRST AND REFUNDING MORTGAGE BONDS

            WHEREAS, by resolution adopted on 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 to be represented by two new series of its First and Refunding Mortgage
Bonds, Series 2009A (the "Series 2009A Bonds") and Series 2009B (the "Series 2009B Bonds"
and together with the Series 2009A Bonds, 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 and Savings Bank), as Trustees, as amended and
supplemented, including as supplemented or proposed to be supplemented by the One Hundred
Eighteenth 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 initial aggregate
principal


Page 1


amount of $750,000,000, which shall be an increase of, and in addition to, all
presently existing 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 Series 2009A Bonds, to be issued under and secured by the Trust
Indenture, are hereby created in the initial aggregate principal amount of $500,000,000,
and the  Series 2009A Bonds are hereby designated as "First and Refunding Mortgage Bonds,
Series 2009A, Due 2039;" the Series 2009A Bonds shall be dated as of their date of
issuance, shall mature on March 15, 2039, and shall bear interest from March 20, 2009, at
the rate of 6.05% per annum on the principal amount thereof, payable semiannually on March
15 and September 15 of each year; the principal of and premium, if any, and interest on the
Series 2009A 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;


Page 2


all principal, premium, if any, and interest shall be
payable in 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 Series 2009A 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 Series 2009A Bonds, or
at such other agency or agencies as may be designated by this corporation; the Series 2009A
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 Series 2009A Bond set forth below; the Series
2009A 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
Series 2009A Bonds shall be numbered from R-1 upward; and the definitive Series 2009A
Bonds, and the Certificate of Authentication to be endorsed upon each of the Series 2009A
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 2009A Bond)

                             SOUTHERN CALIFORNIA EDISON COMPANY
                 First and Refunding Mortgage Bonds, Series 2009A, Due 2039

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 $500,000,000 on March 15, 2039, and to pay interest on the unpaid
principal amount hereof to the registered owner hereof from March 20, 2009, until said
principal sum shall be paid, at the rate of 6.05% per annum, payable semiannually on March
15 and September 15 in each year, beginning September 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.


Page 3


      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 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 2009A, Due 2039," 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 Eighteenth Supplemental Indenture, dated as of March 18,
2009, 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 35 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


Page 4


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 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 UBS Securities LLC ("UBS") 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) Banc of America Securities LLC ("BofA"),
Barclays Capital Inc. ("Barclays"), Morgan Stanley and Co. Incorporated ("Morgan Stanley"),
UBS and Wachovia Capital Markets, LLC ("Wachovia") 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 BofA, Barclays, Morgan Stanley, UBS or Wachovia, or their
successors, provided, however, that if BofA, Barclays, Morgan Stanley, UBS or Wachovia, 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 2009A 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 2009A 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


Page 5


the principal of this Bond may be declared and become due and
payable as provided in the Trust Indenture.

      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

             (Form of Certificate of Authentication for all Series 2009A 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 2009A Bond)

            BE IT FURTHER RESOLVED, that Series 2009A Bonds need not be issued at the same
time and such series may be reopened at any time, without notice to, or the consent of, any
then-existing holder or holders of any Series 2009A Bonds, for issuances of additional
Series 2009A Bonds in an unlimited principal amount; and any such additional Series 2009A
Bonds will have the same interest rate, maturity and other terms as those initially issued,
except for payment of interest accruing prior to the original issue date of such additional
Series 2009A Bonds and, if applicable, for the first interest payment date following such
original issue date.

            BE IT FURTHER RESOLVED, that, subject to the execution and delivery of the
Supplemental Indenture, the Series 2009B Bonds, to be issued under and secured by the Trust
Indenture, are hereby created in the initial aggregate principal amount of $250,000,000,
and the Series 2009B Bonds are hereby designated as "First and Refunding Mortgage Bonds,
Series 2009B, Due 2014;" the Series 2009B Bonds shall be dated as of their date of
issuance, shall mature on September 15, 2014, and shall bear interest from March 20, 2009,
at the rate of 4.15% per annum on the principal amount thereof, payable semiannually on
March 15 and September 15 of each year; the principal of and premium, if any, and interest
on the Series 2009B Bonds


Page 6


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 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 Series 2009B 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 Series 2009B Bonds, or
at such other agency or agencies as may be designated by this corporation; the Series 2009B
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 Series 2009B Bond set forth below; the Series
2009B 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
Series 2009B Bonds shall be numbered from R-1 upward; and the definitive Series 2009B
Bonds, and the Certificate of Authentication to be endorsed upon each of the Series 2009B
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 2009B Bond)

                             SOUTHERN CALIFORNIA EDISON COMPANY
                 First and Refunding Mortgage Bonds, Series 2009B, Due 2014

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 $250,000,000 on September 15, 2014, and to pay interest on the unpaid
principal amount hereof to the registered owner hereof from March 20, 2009, until said
principal sum shall be paid, at the rate of 4.15% per annum, payable semiannually on March
15 and September 15 in each year, beginning September 15, 2009.  Such interest shall be
paid to the


Page 7


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 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 2009B, Due 2014," 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 Eighteenth Supplemental Indenture, dated as of March 18,
2009, 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 35 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.


Page 8


      "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 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 Banc of America Securities LLC ("BofA") 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)  BofA, Barclays Capital Inc. ("Barclays"),
Morgan Stanley and Co. Incorporated ("Morgan Stanley"), UBS Securities LLC ("UBS") and
Wachovia Capital Markets, LLC ("Wachovia") 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 BofA, Barclays, Morgan Stanley, UBS or Wachovia, or their successors,
provided, however, that if BofA, Barclays, Morgan Stanley, UBS or Wachovia, 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 2009B 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 2009B 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.


Page 9


      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.

      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 10


             (Form of Certificate of Authentication for all Series 2009B 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 2009B Bond)

            BE IT FURTHER RESOLVED, that Series 2009B Bonds need not be issued at the same
time and such series may be reopened at any time, without notice to, or the consent of, any
then-existing holder or holders of any Series 2009B Bonds, for issuances of additional
Series 2009B Bonds in an unlimited principal amount; and any such additional Series 2009B
Bonds will have the same interest rate, maturity and other terms as those initially issued,
except for payment of interest accruing prior to the original issue date of such additional
Series 2009B Bonds and, if applicable, for the first interest payment date following such
original issue date.

            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


Page 11


definitive form, and in such aggregate principal amount
up to $750,000,000 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 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


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<DESCRIPTION>OPINION LETTER OF BEM RE 118TH SI
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<PRE>
                                March 19, 2009


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

   Re: Offering of Southern California Edison Company's
       $500,000,000 6.05% First and Refunding Mortgage Bonds,
       Series 2009A, Due 2039, and $250,000,000 4.15%
       First and Refunding Mortgage Bonds, Series 2009B, Due 2014

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 $500,000,000 6.05% First
and Refunding Mortgage Bonds, Series 2009A, Due 2039, and $250,000,000 4.15%
First and Refunding Mortgage Bonds, Series 2009B, Due 2014 (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 Eighteenth Supplemental Indenture dated
as of March 18, 2009 (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 March 17, 2009, 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 March 17, 2009 (the
"Underwriting Agreement"), among the Company and Banc of America Securities
LLC, Barclays Capital Inc., Morgan Stanley and Co. Incorporated, SunTrust
Robinson Humphrey, Inc., UBS Securities LLC and Wachovia Capital Markets,
LLC, 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


Page 1


addition, we have obtained and relied upon certificates
and assurances from public officials that we have deemed necessary.

            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)  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 (iv) 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 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).


Page 2


            (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 and
Nevada, in which states the Company owns certain assets and conducts certain
business operations.  I express no opinion with respect to the laws of the
State of New Mexico.

            (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


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<DESCRIPTION>CREDIT AGREEMENT DATED 3/17/09 AMONG SCE AND LENDERS
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==============================================================================


                                      Published CUSIP Number: ________________



                               CREDIT AGREEMENT


                                    among



                      SOUTHERN CALIFORNIA EDISON COMPANY



                             the Several Lenders
                       from Time to Time Parties Hereto



                            BANK OF AMERICA, N.A.,
                           as Administrative Agent




                           WELLS FARGO BANK, N.A.,
                             as Syndication Agent



   BARCLAYS BANK PLC, MORGAN STANLEY BANK, N.A., SUNTRUST BANK and UBS LOAN
                                 FINANCE LLC,
                          as Co-Documentation Agents





                          Dated as of March 17, 2009



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

       BANC OF AMERICA SECURITIES LLC and WELLS FARGO SECURITIES, LLC,
                as Joint Lead Arrangers and Joint Bookrunners


Page i


                              Table of Contents

                                                                          Page


SECTION 1. DEFINITIONS.......................................................1
      1.1.  Defined Terms....................................................1
      1.2.  Other Definitional Provisions...................................11

SECTION 2. AMOUNT AND TERMS OF THE CREDIT FACILITY..........................12
      2.1.  The Commitments; Increase in Total Commitments..................12
      2.2.  Procedure for Borrowing.........................................13
      2.3.  Fees............................................................14
      2.4.  Repayment of Loans and Swingline Loans; Evidence of Debt........14
      2.5.  Prepayments and Termination or Reduction of Commitments.........15
      2.6.  Conversion and Continuation Options.............................16
      2.7.  Minimum Amounts and Maximum Number of Tranches..................17
      2.8.  Interest Rates and Payment Dates................................17
      2.9.  Computation of Interest and Fees................................17
      2.10. Inability to Determine Interest Rate............................18
      2.11. Pro Rata Treatment and Payments.................................18
      2.12. Illegality......................................................19
      2.13. Additional Costs................................................20
      2.14. Taxes...........................................................21
      2.15. Indemnity.......................................................23
      2.16. Change of Lending Office........................................23
      2.17. Replacement of Lenders under Certain Circumstances..............23
      2.18. Defaulting Lenders..............................................24
      2.19. Swingline Commitment............................................25
      2.20. Procedure for Swingline Borrowing; Refunding of Swingline Loans.25

SECTION 3. [RESERVED].......................................................27

SECTION 4. REPRESENTATIONS AND WARRANTIES...................................27
      4.1.  Financial Condition.............................................27
      4.2.  No Change.......................................................28
      4.3.  Corporate Existence.............................................28
      4.4.  Corporate Power; No Legal Bar...................................28
      4.5.  Authorization; Enforceability...................................28
      4.6.  ERISA...........................................................28
      4.7.  No Material Litigation..........................................28
      4.8.  Taxes...........................................................29
      4.9.  Purpose of Loans................................................29
      4.10. No Default......................................................29
      4.11. Environmental Matters...........................................29

SECTION 5. CONDITIONS PRECEDENT.............................................29
      5.1.  Conditions of Effectiveness.....................................29


Page ii


      5.2.  Conditions to Each Extension of Credit..........................30

SECTION 6. COVENANTS........................................................31
      6.1.  Financial Statements; Certificates..............................31
      6.2.  Compliance; Maintenance of Existence............................33
      6.3.  Inspection of Property; Books and Records; Discussions..........33
      6.4.  Notices.........................................................33
      6.5.  Limitation on Fundamental Changes...............................34
      6.6.  Disposition of Property.........................................34
      6.7.  Consolidated Capitalization Ratio...............................34
      6.8.  Limitation on Liens.............................................34

SECTION 7. EVENTS OF DEFAULT................................................34

SECTION 8. THE ADMINISTRATIVE AGENT.........................................36
      8.1.  Appointment and Authority.......................................37
      8.2.  Rights as a Lender..............................................37
      8.3.  Exculpatory Provisions..........................................37
      8.4.  Reliance by Administrative Agent................................38
      8.5.  Delegation of Duties............................................38
      8.6.  Resignation of Administrative Agent.............................38
      8.7.  Non-Reliance on Administrative Agent and Other Lenders..........39
      8.8.  No Other Duties, etc............................................39
      8.9.  Indemnification.................................................39
      8.10. No Advisory or Fiduciary Responsibility.........................40
      8.11. Notice of Default...............................................40

SECTION 9. MISCELLANEOUS....................................................41
      9.1.  Amendments and Waivers..........................................41
      9.2.  Notices.........................................................41
      9.3.  No Waiver; Cumulative Remedies..................................42
      9.4.  Survival........................................................43
      9.5.  Payment of Expenses and Taxes...................................43
      9.6.  Transfer Provisions.............................................44
      9.7.  Adjustments; Set-Off............................................47
      9.8.  Counterparts....................................................47
      9.9.  Severability....................................................48
      9.10. Integration.....................................................48
      9.11. GOVERNING LAW...................................................48
      9.12. WAIVERS OF JURY TRIAL...........................................48
      9.13. Submission To Jurisdiction; Waivers.............................48
      9.14. Confidentiality.................................................49
      9.15. USA Patriot Act.................................................50


Page iii


SCHEDULES

1.1   Lending Offices and Commitments

EXHIBITS
A     Form of Note
B     Form of Exemption Certificate
C     Form of Borrower Closing Certificate
D-1   Form of Legal Opinion of Associate General Counsel of the Borrower
D-2   Form of Opinion of Special Counsel to the Administrative Agent
E     Form of Assignment and Assumption
F     Form of New Lender Supplement
G     Form of Commitment Increase Supplement
H     Form of Swingline Loan Notice


Page iv


                               CREDIT AGREEMENT

            This CREDIT AGREEMENT, dated as of March 17, 2009 (as may be
amended, supplemented or otherwise modified from time to time, this
"Agreement"), is made by and among SOUTHERN CALIFORNIA EDISON COMPANY, a
California corporation (the "Borrower"), the several banks and other
financial institutions from time to time parties hereto (the "Lenders"),
WELLS FARGO BANK, N.A., as syndication agent (in such capacity, the
"Syndication Agent"), BARCLAYS BANK PLC, MORGAN STANLEY BANK, N.A., SUNTRUST
BANK, and UBS LOAN FINANCE LLC, as co-documentation agents (in their
respective capacities as such, the "Co-Documentation Agents"), and BANK OF
AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the
"Administrative Agent" and, together with the Syndication Agent and the
Co-Documentation Agents, the "Agents").

                             W I T N E S S E T H:

            WHEREAS, the Borrower has requested that the Lenders make
available to it revolving loan commitments in the amount of $500,000,000; and

            WHEREAS, the Lenders are willing to make the loan commitments
available to the Borrower upon the terms and conditions set forth herein;

            NOW, THEREFORE, in consideration of the premises and of the
covenants contained herein, and of other good and valuable consideration
given, the receipt whereof is hereby acknowledged, the Borrower, the Lenders
and the Administrative Agent hereby agree as follows:

SECTION 1.                                DEFINITIONS
1.1.  Defined Terms.  As used in this Agreement, the following terms shall
have the following meanings:

            "ABR":  for any day, a rate per annum equal to the greatest of
      (a) the Prime Rate in effect on such day, (b) the Federal Funds
      Effective Rate in effect on such day plus 1/2 of 1% and (c) the
      Eurodollar Rate for a one-month Interest Period on such day (or if such
      day is not a Business Day, the immediately preceding Business Day) plus
      the Applicable Margin for Eurodollar Loans (provided that, for the
      avoidance of doubt, the Eurodollar Rate for any day shall be based on
      the rate appearing on the Reuters BBA LIBOR Rates Page 3750 (or on any
      successor or substitute page of such page) at approximately 11:00 a.m.
      London time two Business Days prior to such day).  Any change in the
      ABR due to a change in the Prime Rate, the Federal Funds Effective Rate
      or the Eurodollar Rate shall be effective as of the opening of business
      on the effective day of such change in the Prime Rate, the Federal
      Funds Effective Rate or the Eurodollar Rate, respectively.

            "ABR Loans":  Loans and Swingline Loans, the rate of interest
      applicable to which is based upon the ABR, calculated on the basis of a
      year of 365 or 366 days, as the case may be, and actual days elapsed.

            "Act":  as defined in Section 9.15.


Page 1


            "Additional Costs":  as defined in Section 2.13(a).

            "Administrative Agent": as defined in the preamble hereto.

            "Affiliate":  as to any Person, any other Person which, directly
      or indirectly, is in control of, is controlled by, or is under common
      control with, such Person.

            "Agents":  as defined in the preamble hereto.

             "Agreement":  as defined in the preamble hereto.

            "Applicable Margin":  for any day, the applicable rate per annum
      set forth under the relevant column heading below, based upon the then
      most current senior unsecured debt ratings of the Borrower issued by
      S and P and Moody's, respectively:

 Level       Rating     Facility  Applicable
                        Fee Rate  Margin     Applicable
                                  for ABR    Margin for
                                    Loans    Eurodollar
                                                Loans
1        A/A2 or higher  0.250%       0%       1.500%
2        A-/A3           0.375%       0%       1.750%
3        BBB+/Baa1       0.450%       0%       1.950%
         or lower

            Subject  to the  provisions  of  this  paragraph  regarding  split
      ratings,  changes in the Applicable Margin shall become effective on the
      date on which S and P and/or  Moody's  changes its relevant  rating.  In the
      event of split  ratings,  the higher rating shall  govern.  In the event
      that,  at any time,  a rating is not  available  from one of such rating
      agencies,  the Applicable Margin shall be determined on the basis of the
      rating from the other  rating  agency.  In the event that,  at any time,
      ratings from each such rating  agency are not  available  for  companies
      generally,  the  Applicable  Margin shall be  determined on the basis of
      the last  rating(s)  made  available.  In the event  that,  at any time,
      such  ratings  are not  available  for the  Borrower  but are  generally
      available for other  companies,  then the Applicable  Margin shall be as
      for Level 3.


            "Assignee":  as defined in Section 9.6(c).

            "Assignment and Assumption":  as defined in Section 9.6(c).

            "Bank of America": Bank of America, N.A., a national banking
      association.

            "BBA LIBOR": as defined in "Eurodollar Rate".

            "benefited Lender":  as defined in Section 9.7(a).


Page 2


            "Board":  the Board of Governors of the Federal Reserve System
      (or any successor).

            "Borrower": as defined in the preamble hereto.

            "Borrower Materials": as defined Section 6.1.

            "Borrowing Date":  any Business Day specified in a notice (i)
      pursuant to Section 2.2 as a date on which the Borrower requests the
      Lenders to make Loans hereunder or (ii) pursuant to Section 2.20 as a
      date on which the Borrower requests the Swingline Lender to make
      Swingline Loans hereunder.

            "Business Day":  a day other than a Saturday, Sunday or other day
      on which commercial banks in New York City are authorized or required
      by law to close, except that, when used in connection with a Eurodollar
      Loan, the term "Business Day" shall mean any Business Day (as defined
      above) on which dealings in Dollars between banks may be carried on in
      London, England and in New York, New York.

            "Closing Date":  March 17, 2009.

            "Co-Documentation Agents":  as defined in the preamble hereto.

            "Code":  the Internal Revenue Code of 1986, as amended from time
      to time.

            "Commitment":  as to any Lender, the obligation of such Lender to
      make Loans and to acquire participations in Swingline Loans in the
      aggregate principal and/or face amount set forth under the heading
      "Commitment" opposite such Lender's name on Schedule 1.1 or in the
      Assignment and Assumption pursuant to which such Lender became a party
      hereto, as the same may be changed from time to time pursuant to the
      terms hereof, including Section 2.1.

            "Commitment Increase Amount":  as defined in Section 2.1(b).

            "Commitment Increase Notice":  as defined in Section 2.1(b).

            "Commitment Period":  the period from and including the Closing
      Date to the Termination Date.

            "Commonly Controlled Entity":  an entity, whether or not
      incorporated, which is under common control with the Borrower within
      the meaning of Section 4001 of ERISA or is part of a group which
      includes the Borrower and which is treated as a single employer under
      Section 414 of the Code.

            "Confidential Information": as defined in Section 9.14.

            "Consolidated Capital":  at any time, the sum of, without
      duplication, (i) Consolidated Total Indebtedness plus (ii) the amount
      set forth opposite the captions "shareholder's equity" and "preferred
      stock" (or similar captions) on a consolidated


Page 3


      balance sheet of the
      Borrower prepared in accordance with GAAP plus (iii) the outstanding
      principal amount of any junior subordinated deferrable interest
      debentures or similar securities issued by the Borrower or any of its
      Subsidiaries after December 15, 2005.

            "Consolidated Capitalization Ratio":  on the last day of any
      fiscal quarter, the ratio of (a) Consolidated Total Indebtedness to (b)
      Consolidated Capital.

            "Consolidated Total Indebtedness":  at any date, the sum of (i)
      the aggregate principal amount of all Indebtedness of the Borrower and
      its Subsidiaries at such date determined on a GAAP consolidated basis
      and (ii) without duplication, the aggregate principal amount of all
      Indebtedness of any other Persons at such date determined on a GAAP
      consolidated basis to the extent the payment of such Indebtedness is
      guaranteed by the Borrower or any of its Subsidiaries.

            "Contractual Obligation":  as to any Person, any provision of any
      security issued by such Person or of any agreement, instrument or other
      undertaking to which such Person is a party or by which it or any of
      its property is bound.

            "Conversion Date":  as defined in Section 2.6.

            "Cost  of  Funds  Rate":  for any  day,  the  fluctuating  rate of
      interest per annum for such day equal to the offer rates  applicable  to
      Federal  funds for a term of one  Business  Day at the time  received by
      the Administrative Agent.

            "Cost of Funds Rate Loan":  a Swingline  Loan that bears  interest
      at a rate based upon the Cost of Funds Rate.

            "Default":  any of the events  specified in Section 7,  whether or
      not any  requirement  for the  giving of notice,  the lapse of time,  or
      both, or any other condition, has been satisfied.

             "Defaulting   Lender":   any  Lender,   as   determined   by  the
      Administrative  Agent,  that has at any time,  whether or not cured, (a)
      failed to fund any portion of its Loans or  participations  in Swingline
      Loans within three  Business  Days of the date  required to be funded by
      it hereunder,  (b) notified the Borrower,  the  Administrative  Agent or
      any Lender in writing  that it does not intend to comply with any of its
      funding  obligations under this Agreement or has made a public statement
      to the  effect  that it does not  intend  to  comply  with  its  funding
      obligations  under this Agreement or under other  agreements in which it
      commits to extend  credit,  unless the subject of a good faith  dispute,
      (c)  failed,   within  three   Business   Days  after   request  by  the
      Administrative  Agent,  to confirm in writing  that it will  comply with
      the  terms  of  this  Agreement  relating  to its  obligations  to  fund
      prospective  Loans,  unless the  subject of a good  faith  dispute,  (d)
      otherwise  failed to pay over to the  Administrative  Agent or any other
      Lender  any other  amount  required  to be paid by it  hereunder  within
      three  Business Days of the date when due,  unless the subject of a good
      faith dispute,  (e) has become a "defaulting  lender" (however  defined)
      or has otherwise  defaulted in its  obligations  to fund loans under any
      other  credit  agreement  to which  such  Lender is a party,  unless the
      subject of a good faith  dispute,  or (f) (i)


Page 4


      become or is  insolvent or
      is the  Subsidiary  or  Affiliate  of a  Person  that has  become  or is
      insolvent  or (ii)  become the  subject of a  bankruptcy  or  insolvency
      proceeding,  or has had a receiver,  conservator,  trustee or  custodian
      appointed  for it,  or has  taken  any  action  in  furtherance  of,  or
      indicating  its consent  to,  approval  of or  acquiescence  in any such
      proceeding or  appointment or is the Subsidiary or Affiliate of a Person
      that has become the subject of a bankruptcy  or  insolvency  proceeding,
      or has had a receiver,  conservator,  trustee or custodian appointed for
      it, or has  taken  any  action in  furtherance  of,  or  indicating  its
      consent  to,  approval  of or  acquiescence  in any such  proceeding  or
      appointment.

            "Dollars" and "$":  dollars in lawful currency of the United
      States of America.

            "Downgraded Lender": any Lender that has a non-investment grade
      rating from Moody's, S and P or another nationally recognized rating agency.

            "Environmental Laws":  any and all federal, state, local or
      municipal laws, rules, orders, regulations, statutes, ordinances,
      codes, decrees, requirements of any Governmental Authority or other
      Requirements of Law (including common law) regulating, relating to or
      imposing liability or standards of conduct concerning protection of the
      environment, as now or may at any time hereafter be in effect.

            "ERISA":  the Employee Retirement Income Security Act of 1974, as
      amended from time to time.

            "Eurodollar Loans":  Loans the rate of interest applicable to
      which is based upon the Eurodollar Rate.

            "Eurodollar Rate":  with respect to each day during each Interest
      Period pertaining to a Eurodollar Loan, the rate per annum (rounded
      upwards, if necessary, to the next higher of 1/100th of 1%) equal to
      the British Bankers Association LIBOR Rate ("BBA LIBOR"), as published
      by Reuters (or other commercially available source providing quotations
      of BBA LIBOR as designated by the Administrative Agent from time to
      time) at or about 11:00 A.M., London time, two Business Days prior to
      the beginning of such Interest Period for Dollar deposits (for delivery
      on the first day of such Interest Period) with a term equivalent to
      such Interest Period.  In the event that Reuters does not publish BBA
      LIBOR, the "Eurodollar Rate" shall be determined by reference to such
      other comparable publicly available service for displaying eurodollar
      rates as may be selected by the Administrative Agent or, in the absence
      of such availability, by reference to the rate at which the
      Administrative Agent is offered Dollar deposits at or about 11:00 A.M.,
      New York City time, two Business Days prior to the beginning of such
      Interest Period in the interbank eurodollar market where its eurodollar
      and foreign currency and exchange operations are then being conducted
      for delivery on the first day of such Interest Period for the number of
      days comprised therein, and in an amount comparable to the amount of
      its Eurodollar Loan.

            "Eurodollar Tranche":  the collective reference to Eurodollar
      Loans the then current Interest Periods with respect to all of which
      begin on the same date and end on


Page 5


      the same later date (whether or not
      such Loans shall originally have been made on the same day).

            "Event of Default":  any of the events specified in Section 7,
      provided that any requirement for the giving of notice, the lapse of
      time, or both, or any other condition, has been satisfied.

            "Exposure":  with respect to any Lender at any time, an amount
      equal to the sum of, without duplication, (i) the amount of such
      Lender's outstanding Loans and Swingline Participation Amount at such
      time, and (ii) such Lender's Percentage of the outstanding Swingline
      Loans at such time.

            "Facility Fee":  the facility fee payable pursuant to Section
      2.3(a) at the Facility Fee Rate.

            "Facility Fee Rate":  the facility fee rate per annum set forth
      in the definition of "Applicable Margin".

            "Federal Funds Effective Rate":  for any day, the weighted
      average of the rates on overnight federal funds transactions with
      members of the Federal Reserve System arranged by federal funds
      brokers, as published on the next succeeding Business Day by the
      Federal Reserve Bank of New York, or, if such rate is not so published
      for any day which is a Business Day, the average of the quotations for
      the day of such transactions received by the Administrative Agent from
      three federal funds brokers of recognized standing selected by it.

            "GAAP":  generally accepted accounting principles in the United
      States of America in effect from time to time.

            "Governmental Authority":  any nation or government, any state or
      other political subdivision thereof and any entity exercising
      executive, legislative, judicial, regulatory or administrative
      functions of or pertaining to government.

            "Hedge Agreements":  all interest rate swaps, caps or collar
      agreements or similar arrangements dealing with interest rates or
      currency exchange rates or the exchange of nominal interest
      obligations, either generally or under specific contingencies.

            "Indebtedness":  of any Person at any date, without duplication,
      (a) all indebtedness of such Person for borrowed money or for the
      deferred purchase price of property or services (other than current
      trade liabilities incurred in the ordinary course of business and
      payable in accordance with customary practices) or representing
      reimbursement obligations in respect of letters of credit which have
      been funded, (b) any other indebtedness of such Person which is
      evidenced by a note, bond, debenture or similar instrument, (c) all
      indebtedness created or arising under any conditional sale or title
      retention agreement with respect to property acquired by such Person
      (even though the rights and remedies of the seller or lender under such
      agreement in the event of default are limited to repossession or sale
      of such property), (d) all obligations of such Person as lessee which
      are capitalized in accordance with GAAP, (e) all direct and


Page 6


      indirect
      guarantee obligations (whether by guarantee, reimbursement or indemnity
      or agreement to maintain financial condition or solvency or otherwise)
      of such Person in respect of any obligations of the type described in
      the preceding clauses (a) through (d) of any other Person, (f) all
      obligations of the kind referred to in clauses (a) through (d) above
      secured by (or for which the holder of such obligation has an existing
      right, contingent or otherwise, to be secured by) any Lien on property
      (including accounts and contract rights) owned by such Person, whether
      or not such Person has assumed or become liable for the payment of such
      obligation and (g) for the purposes of Section 7(g) only, all
      obligations of such Person in respect of Hedge Agreements in an amount
      equal to the net amount that would be payable by such Person upon the
      acceleration, termination or liquidation thereof.  Notwithstanding the
      foregoing, with respect to the Borrower, Indebtedness shall not include
      (i) obligations under a Receivables Securitization of such Person, (ii)
      any junior subordinated deferrable interest debentures or similar
      securities issued by the Borrower or any of its Subsidiaries after
      December 15, 2005, (iii) power-purchase contract obligations and fuel
      contract obligations that in each case are included as indebtedness on
      the consolidated balance sheet of the Borrower and (iv) indebtedness of
      variable interest entities that are consolidated with the Borrower for
      financial reporting purposes and whose indebtedness is non-recourse to
      the Borrower and its Subsidiaries (other then such entities).

            "indemnified person":  as defined in Section 9.5.

            "indemnified liabilities":  as defined in Section 9.5.

            "Indenture":  the Trust Indenture, dated as of October 1, 1923
      between the Borrower and The Bank of New York Trust Company, N.A. and
      D.G. Donovan as trustees, as amended and supplemented from time to time.

            "Interest Payment Date":  (a) as to any ABR Loan (other than a
      Swingline Loan), the last day of each March, June, September and
      December to occur while such Loan is outstanding and the final maturity
      date of such Loan, (b) as to any Eurodollar Loan, having an Interest
      Period of three months or less, the last day of each Interest Period
      therefor, (c) as to any Eurodollar Loan having an Interest Period
      longer than three months, each day that is three months, or a whole
      multiple thereof (e.g., six months), after the first day of such
      Interest Period and the last day of such Interest Period, (d) as to any
      Eurodollar Loan the date of any repayment or prepayment made in respect
      thereof and (e) as to any Swingline Loan, the day that such Swingline
      Loan is required to be repaid.

            "Interest Period":  (a) with respect to any ABR Loan (other than
      a Swingline Loan), the period commencing on the Borrowing Date or the
      Conversion Date, as the case may be, with respect to such ABR Loan and
      ending on the last day of each March, June, September and December to
      occur while such Loan is outstanding and the final maturity date of
      such Loan, and (b) with respect to any Eurodollar Loan:

            (i) initially, the period commencing on the Borrowing Date or the
      Conversion Date, as the case may be, with respect to such Eurodollar
      Loan and ending one, two, three


Page 7


      or six months or 7, 14 or 21 days
      thereafter as selected by the Borrower in its notice of borrowing or
      notice of conversion, as the case may be, given with respect thereto;
      and

            (ii) thereafter, each period commencing on the last day of the
      next preceding Interest Period applicable to such Eurodollar Loan and
      ending one, two, three or six months or 7, 14 or 21 days thereafter as
      selected by the Borrower by irrevocable notice to the Administrative
      Agent not less than two Business Days prior to the last day of the then
      current Interest Period with respect thereto;

      provided that, all of the foregoing provisions relating to Interest
      Periods are subject to the following:

                   (1)  if any Interest Period would otherwise end on a day
            that is not a Business Day, such Interest Period shall be
            extended to the next succeeding Business Day unless the result of
            such extension would be to carry such Interest Period into
            another calendar month in which event such Interest Period shall
            end on the immediately preceding Business Day;

                   (2)  any Interest Period for a Loan that would otherwise
            extend beyond the Termination Date shall end on the Termination
            Date; and

                   (3)  any Interest Period that begins on the last Business
            Day of a calendar month (or on a day for which there is no
            numerically corresponding day in the calendar month at the end of
            such Interest Period) shall end on the last Business Day of a
            calendar month.

            "Lenders":  as defined in the preamble hereto; provided that
      wherever appropriate, each reference herein to the Lenders shall be
      deemed to include the Swingline Lender.

            "Lending Office":  each Lender's lending office designated in
      Schedule 1.1 or such other office of such Lender notified to the
      Administrative Agent and Borrower.

            "Lien":  any mortgage, pledge, hypothecation, assignment, deposit
      arrangement, encumbrance, lien (statutory or other), charge or other
      security interest or any preference, priority or other security
      agreement or preferential arrangement of any kind or nature whatsoever
      (including, without limitation, any conditional sale or other title
      retention agreement and any capitalized lease obligation having
      substantially the same economic effect as any of the foregoing).

            "Loan":  any loan made by any Lender pursuant to Section 2.1 or
      2.20(b).

            "Loan Documents":  this Agreement and any Notes.

            "Material Adverse Effect":  a material adverse effect on the
      business, property, operations or financial condition of the Borrower
      and its consolidated Subsidiaries taken as a whole.


Page 8


            "Materials of Environmental Concern":  any gasoline or petroleum
      (including crude oil or any fraction thereof) or petroleum products or
      any hazardous or toxic substances, materials or wastes, defined or
      regulated as such in or under any Environmental Law, including
      asbestos, polychlorinated biphenyls and urea-formaldehyde insulation,
      but excluding any such substances, materials or wastes that are used or
      present on any property in conformance with the Requirements of Law.

            "Moody's":  Moody's Investors Service, Inc.

             "New Lender":  as defined in Section 2.1(c).

            "Non-Excluded Taxes":  as defined in Section 2.14(a).

            "Non-U.S. Lender":  as defined in Section 2.14(d).

            "Note":  as defined in Section 2.4(e).

            "Other Taxes":  any and all present or future stamp or
      documentary taxes or any other excise or property taxes, charges or
      similar levies arising from any payment made hereunder or from the
      execution, delivery or enforcement of, or otherwise with respect to,
      this Agreement or any other Loan Document.

            "Participants":  as defined in Section 9.6(b).

            "PBGC":  the Pension Benefit Guaranty Corporation established
      pursuant to Subtitle A of Title IV of ERISA.

            "Percentage":  as to any Lender at any time, the percentage which
      such Lender's Commitment then constitutes of the Total Commitments or,
      at any time after the Commitments shall have terminated, the percentage
      which the aggregate principal amount of such Lender's Exposure at such
      time constitutes of the Total Exposures at such time.

            "Person":  an individual, partnership, corporation, business
      trust, joint stock company, trust, unincorporated association, joint
      venture, Governmental Authority or other entity of whatever nature.

            "Plan":  at a particular time, any employee benefit plan which is
      covered by ERISA and in respect of which the Borrower or a Commonly
      Controlled Entity is (or, if such plan were terminated at such time,
      would under Section 4069 of ERISA be deemed to be) an "employer" as
      defined in Section 3(5) of ERISA.

            "Platform": as defined Section 6.1.

            "Prime Rate":  the rate of interest per annum publicly announced
      from time to time by Bank of America as its prime rate (the Prime Rate
      not being intended to be the lowest rate of interest charged by Bank of
      America in connection with extensions of credit to debtors).  Any
      change in such rate announced by Bank of America shall take


Page 9


      effect at
      the opening of business on the day specified in the public announcement
      of such change.

            "Public Lender": as defined Section 6.1.

            "Receivables Securitization":  any financing pursuant to which
      accounts receivable of the Borrower or any of its Subsidiaries are (or
      are purported to be) sold or pledged, which financing shall be
      non-recourse (except for customary limited recourse provisions) to the
      Borrower and its Subsidiaries.

            "Refunded Swingline Loans":  as defined in Section 2.20(b).

            "Register":  as defined in Section 9.6(d).

            "Regulation FD": as defined in Section 9.14.

            "Regulatory Change":  as to any Lender, any change occurring or
      taking effect after the date of this Agreement in federal, state, local
      or foreign laws or regulations, or the adoption or making or taking
      effect after such date of any interpretations, directives, or requests
      applying to a class of lenders including the Lenders of or under any
      federal, state, local or foreign laws or regulations (whether or not
      having the force of law) by any court or governmental or monetary
      authority charged with the interpretation or administration thereof.

            "Required Lenders":  at any date, the holders of more than 50% of
      the Total Commitments then in effect or, if the Commitments have
      terminated, the Total Exposures at such time.

            "Requirement of Law":  as to any Person, the Certificate of
      Incorporation and By-Laws or other organizational or governing
      documents of such Person, and any law, treaty, rule or regulation or
      determination of an arbitrator or a court or other Governmental
      Authority, in each case applicable to or binding upon such Person or
      any of its property or to which such Person or any of its property is
      subject.

            "Responsible Officer":  the Chief Financial Officer, the
      Treasurer or any Assistant Treasurer of the Borrower, or any employee
      of the Borrower designated by any of the foregoing.

            "S and P":  Standard and Poor's Ratings Group.

            "Significant Subsidiary":  as defined in Regulation S-X of the
      United States Securities and Exchange Commission (or any successor), as
      the same may be amended or supplemented from time to time.

             "Subsidiary":  as to any Person, a corporation, partnership or
      other entity of which shares of stock or other ownership interests
      having ordinary voting power (other than stock or such other ownership
      interests having such power only by reason of the happening of a
      contingency) to elect a majority of the board of directors or other


Page 10


      managers of such corporation, partnership or other entity are at the
      time owned, or the management of which is otherwise controlled,
      directly or indirectly through one or more intermediaries, or both, by
      such Person.  Unless otherwise qualified, all references to a
      "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a
      Subsidiary or Subsidiaries of the Borrower.

            "Swingline  Commitment":  the  obligation of the Swingline  Lender
      to make  Swingline  Loans  pursuant  to  Section  2.19  in an  aggregate
      principal amount at any one time outstanding not to exceed $50,000,000.

            "Swingline  Lender":  Bank of  America,  N.A,  in its  capacity as
      provider  of  Swingline   Loans,  or  any  successor   Swingline  Lender
      hereunder.

            "Swingline Loans":  as defined in Section 2.19(a).

            "Swingline Participation Amount":  as defined in Section 2.20(c).

            "Syndication Agent":  as defined in the preamble hereto.

             "Termination Date":  the date upon which the Commitments shall
      terminate, which shall be March 16, 2010.

            "Total Commitments":  at any time, the aggregate amount of the
      Commitments then in effect.  The amount of the Total Commitments as of
      the Closing Date is $500,000,000.

            "Total Exposures":  at any time, the aggregate amount of the
      Exposures of all Lenders at such time.

            "Transferee":  as defined in Section 9.6(f).

            "Type":  as to any Loan, its nature as an ABR Loan or a
      Eurodollar Loan.

1.2.  Other Definitional Provisions.  (a)  Unless otherwise specified
therein, all terms defined in this Agreement shall have their defined
meanings when used in the Notes or any certificate or other document made or
delivered pursuant hereto or thereto.

(b)     As used herein and in the Notes and any certificate or other document
made or delivered pursuant hereto or thereto, accounting terms relating to
the Borrower and its Subsidiaries not defined in Section 1.1 and accounting
terms partly defined in Section 1.1, to the extent not defined, shall have
the respective meanings given to them under GAAP.

(c)     The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole
and not to any particular provision of this Agreement, and Section,
Subsection, Schedule and Exhibit references are to this Agreement unless
otherwise specified.


Page 11


(d)     The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

SECTION 2.                  AMOUNT AND TERMS OF THE CREDIT FACILITY
2.1.  The Commitments; Increase in Total Commitments.  (a)  Subject to the
terms and conditions hereof, each Lender severally agrees to make revolving
credit loans to the Borrower from time to time during the Commitment Period
in an aggregate principal amount at any one time outstanding that will not
result in such Lender's Exposure exceeding such Lender's Commitment (except
as otherwise provided in Section 2.19(a) with respect to the Swingline
Lender).  During the Commitment Period the Borrower may use the Commitments
by borrowing, prepaying the Loans in whole or in part, and reborrowing, all
in accordance with the terms and conditions hereof.  Notwithstanding anything
to the contrary in this Agreement, in no event may Loans be borrowed under
this Section 2 if, after giving effect thereto, the aggregate principal
amount of the Total Exposures at such time would exceed the Total Commitments
then in effect.  The Loans may from time to time be Eurodollar Loans or ABR
Loans, as determined by the Borrower and notified to the Administrative Agent
in accordance with Sections 2.2 and 2.6.

            (b)   In the event that the Borrower wishes from time to time to
increase the Total Commitments, it shall notify the Administrative Agent in
writing of the amount (the "Commitment Increase Amount") of such proposed
increase (such notice, a "Commitment Increase Notice"), and the
Administrative Agent shall notify each Lender of such proposed increase.  The
Borrower may, at its election (i) offer one or more of the Lenders the
opportunity to participate in all or a portion of the Commitment Increase
Amount pursuant to paragraph (d) below and/or (ii) with the consent of the
Administrative Agent (which consent shall not be unreasonably withheld or
delayed), offer one or more additional banks, financial institutions or other
entities the opportunity to participate in all or a portion of the Commitment
Increase Amount pursuant to paragraph (c) below.  Each Commitment Increase
Notice shall specify which Lenders and/or banks, financial institutions or
other entities the Borrower desires to participate in such Commitment
increase.  The Borrower or, if requested by the Borrower, the Administrative
Agent, will notify such Lenders and/or banks, financial institutions or other
entities of such offer.  Each Commitment Increase Amount shall be at least
$25,000,000.

            (c)   Any additional bank, financial institution or other entity
which the Borrower selects to offer participation in the increased
Commitments and which elects to become a party to this Agreement and provide
a Commitment in an amount so offered and accepted by it pursuant to Section
2.1(b)(ii) shall execute a New Lender Supplement with the Borrower and the
Administrative Agent, substantially in the form of Exhibit F, whereupon such
bank, financial institution or other entity (herein called a "New Lender")
shall become a Lender for all purposes and to the same extent as if
originally a party hereto and shall be bound by and entitled to the benefits
of this Agreement, and Schedule 1.1 shall be deemed to be amended to add the
name and Commitment of such New Lender, provided that the Commitment of any
such new Lender shall be in an amount not less than $5,000,000.

            (d)   Any Lender which accepts an offer to it by the Borrower to
increase its Commitment pursuant to Section 2.1(b)(i) shall, in each case,
execute a Commitment Increase


Page 12


Supplement with the Borrower and the
Administrative Agent, substantially in the form of Exhibit G, whereupon such
Lender shall be bound by and entitled to the benefits of this Agreement with
respect to the full amount of its Commitment as so increased, and Schedule
1.1 shall be deemed to be amended to so increase the Commitment of such
Lender.

            (e)   Notwithstanding anything to the contrary in this Section
2.1, (i) in no event shall any increase effected pursuant to this Section 2.1
cause the Total Commitments hereunder to exceed $600,000,000 and (ii) no
Lender shall have any obligation to increase its Commitment unless it agrees
to do so in its sole discretion.

            (f)   On the effective date of each increase in the Commitments
pursuant to this Section 2.1 and notwithstanding other provisions of this
Agreement to the contrary (i) the Lenders shall make such payments as shall
be directed by the Administrative Agent in order that the outstanding Loans
shall be held ratably by the Lenders based on their respective Commitments
and (ii) Swingline Participation Amounts shall be deemed to be reallocated
according to the respective Commitments of the Lenders.  Payments of
interest, fees and commissions with respect to the Loans and Swingline Loans
shall be made to give effect to any adjustments in the Loans made pursuant to
this Section 2.1.

            (g)   On the effective date of each increase in the Commitments
pursuant to this Section 2.1, the conditions set forth in paragraphs (b),
(c), (e), (f) (with appropriate modifications) and (g) of Section 5.1 shall
have been satisfied with respect to such increased Commitments as if such
paragraphs applied to such increase, mutatis mutandis.

2.2.  Procedure for Borrowing.  The Borrower may borrow under the Commitments
during the Commitment Period on any Business Day, provided that the Borrower
shall give the Administrative Agent irrevocable notice, which notice must be
executed by a Responsible Officer of the Borrower and received by the
Administrative Agent prior to (a) 11:00 A.M., New York City time, two
Business Days prior to the requested Borrowing Date, in the case of
Eurodollar Loans, or (b) 12:00 Noon, New York City time, on the requested
Borrowing Date, in the case of ABR Loans.  Each such notice shall specify
(i) the amount to be borrowed, (ii) the requested Borrowing Date,
(iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, or a
combination thereof and (iv) if the borrowing is to be entirely or partly of
Eurodollar Loans, the respective lengths of the initial Interest Periods
therefor.  Each borrowing under the Commitments shall be in an amount equal
to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000
in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a
whole multiple of $1,000,000 in excess thereof; provided that the Swingline
Lender may request, on behalf of the Borrower, borrowings of ABR Loans in
other amounts pursuant to Section 2.20(b).  Upon receipt of any such notice
from the Borrower, the Administrative Agent shall promptly notify each Lender
thereof.  Each Lender will make the amount of its pro rata share of each
borrowing available to the Administrative Agent for the account of the
Borrower at the office of the Administrative Agent specified in Section 9.2
prior to 1:00 P.M., New York City time, on the Borrowing Date requested by
the Borrower in funds immediately available to the Administrative Agent.
Such borrowing will then be made available to the Borrower by the
Administrative Agent crediting the account of the Borrower on the books of
such office with the aggregate of the amounts made available to the
Administrative Agent by the Lenders promptly upon receipt thereof and in like
funds as received by the Administrative


Page 13


Agent; provided that Loans made to
finance the reimbursement of a Swingline Loan as provided in Section 2.20(b)
shall be remitted by the Administrative Agent to the Swingline Lender.
Swingline Loans shall be made as provided in Section 2.19.

2.3.  Fees.  (a)  The Borrower agrees to pay to the Administrative Agent for
the account of each Lender a Facility Fee (subject to Section 2.18(a)) for
the period from and including the first day of the Commitment Period to and
excluding the Termination Date, computed at the Facility Fee Rate on the
average daily amount of the Commitment of such Lender (or, following
termination of the Commitment of such Lender, on the average daily amount of
the Exposure of such Lender) during the period for which payment is made,
payable in arrears on the last day of each March, June, September and
December and on the Termination Date and, following termination of the
Commitments, on demand.

(b)     The Borrower agrees to pay to the Administrative Agent for its own
account any fees separately agreed to by the Borrower and the Administrative
Agent in writing.

2.4.  Repayment of Loans and Swingline Loans; Evidence of Debt.  (a)  The
Borrower hereby unconditionally promises to pay (i) to the Administrative
Agent for the account of each Lender the then unpaid principal amount of each
Loan of such Lender on the Termination Date (or such earlier date on which
the Loans become due and payable pursuant to Section 7) and (ii) to the
Swingline Lender the then unpaid principal amount of each Swingline Loan as
set forth in Section 2.19(c).  The Borrower hereby further agrees to pay
interest on the unpaid principal amount of the Loans from time to time
outstanding from the date hereof until payment in full thereof at the rates
per annum, and on the dates, set forth in Section 2.8.  The Borrower hereby
further agrees to pay interest on the unpaid principal amount of the
Swingline Loans from time to time outstanding from the date hereof until
payment in full thereof at the rates per annum, and on the dates, set forth
in Sections 2.8 and 2.19.

(b)     Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing indebtedness of the Borrower to such Lender
resulting from each Loan and Swingline Loan of such Lender and participating
interests of such Lender in Swingline Loans from time to time, including the
amounts of principal and interest payable and paid to such Lender from time
to time under this Agreement.

(c)     The Administrative Agent shall maintain the Register pursuant to
Section 9.6(d), and a subaccount therein for each Lender, in which shall be
recorded (i) the amount of each Loan and Swingline Loan made hereunder, the
Type thereof and each Interest Period applicable thereto, (ii) the amount of
any principal or interest due and payable or to become due and payable from
the Borrower to each Lender hereunder and (iii) both the amount of any sum
received by the Administrative Agent hereunder from the Borrower and each
Lender's share thereof.

(d)     The entries made in the Register and the accounts of each Lender
maintained pursuant to Section 2.4(b) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded; provided, however, that the
failure of any Lender or the Administrative Agent to maintain the Register or
any such account, or any error therein, shall not in any manner affect the
obligation


Page 14


of the Borrower to repay (with applicable interest) the Loans and
Swingline Loans made to the Borrower by such Lender in accordance with the
terms of this Agreement.

(e)     The Borrower agrees that, upon the request to the Administrative
Agent by any Lender, the Borrower will execute and deliver to such Lender a
promissory note of the Borrower evidencing the Loans (and, in the case of the
Swingline Lender, the Swingline Loans) of such Lender, substantially in the
form of Exhibit A with appropriate insertions as to date and principal amount
(a "Note").

2.5.  Prepayments and Termination or Reduction of Commitments.  (a)  The
Borrower may, upon not less than three Business Days' notice to the
Administrative Agent, terminate or reduce the unutilized amount of the
Commitments.  Any reduction of the Commitments shall be in an amount equal to
$10,000,000 or a whole multiple of $1,000,000 in excess thereof and shall
reduce permanently the Commitments then in effect.

(b)     The Borrower may at any time and from time to time prepay the Loans,
in whole or in part, without premium or penalty, upon at least three Business
Days' irrevocable notice to the Administrative Agent.  Each such notice shall
specify the date and amount of prepayment and whether the prepayment is of
Eurodollar Loans, ABR Loans or a combination thereof, and, if of a
combination thereof, the amount allocable to each.  Upon receipt of any such
notice the Administrative Agent shall promptly notify each Lender thereof.
If any such notice is given, the amount specified in such notice shall be due
and payable on the date specified therein, together with any amounts payable
pursuant to Section 2.15 and (except in the case of ABR Loans) accrued
interest to but excluding such date on the amount prepaid.  Partial
prepayments shall be in an aggregate principal amount of $5,000,000 or a
whole multiple of $1,000,000 in excess thereof.

(c)   The Borrower may at any time and from time to time prepay the Swingline
Loans, in whole or in part, without premium or penalty, upon irrevocable
notice to the Administrative Agent and the Swingline Lender received no later
than 12:00 Noon, New York City time, on the day of the proposed prepayment.
Each such notice shall specify the date and amount of prepayment and whether
the prepayment is of Cost of Funds Rate Loans, ABR Loans or a combination
thereof, and, if of a combination thereof, the amount allocable to each.  If
any such notice is given, the amount specified in such notice shall be due
and payable on the date specified therein, together with any amounts payable
pursuant to Section 2.15 and accrued interest to but excluding such date on
the amount prepaid.  Partial prepayments of Swingline Loans shall be in an
aggregate principal amount of $100,000 or a whole multiple of $100,000 in
excess thereof or the then outstanding aggregate principal amount of the
Swingline Loans.

(d)   At any time after a Lender has become a Defaulting Lender, the Borrower
may (i) reduce the Defaulting Lender's Commitment to be equal to the amount
of such Defaulting Lender's outstanding Loans (and participation in Swingline
Loans) at the time such Lender becomes a Defaulting Lender, by giving notice
to such Defaulting Lender and the Administrative Agent (provided that
concurrently with such reduction, the Total Commitments shall be reduced by
the amount by which such Defaulting Lender's Commitment is reduced) or (ii)
terminate in full the Commitment of such Defaulting Lender by giving notice
to such Defaulting Lender and the Administrative Agent; provided that (1) at
the time of any such


Page 15


termination pursuant to clause (ii), no Default or Event
of Default exists (or, if a Default or Event of Default exists, the Required
Lenders consent to such termination); (2) concurrently with such termination
(A) the Total Commitments shall be reduced by the Commitment of such
Defaulting Lender (it being understood that the Borrower may not terminate
the Commitment of a Defaulting Lender to the extent that, after giving effect
to such termination, the Total Exposures would exceed the Total Commitments)
and (B) the Borrower shall pay all amounts owed to such Defaulting Lender
hereunder (subject to Section 2.18(b)) less the Borrower's reasonable
estimate of the amount (if any) of any breakage costs expected to be incurred
by the Borrower as a result of the events or circumstances pursuant to which
such Lender became a Defaulting Lender (which estimate shall be conclusive,
absent manifest error).  The Borrower agrees to return to such Defaulting
Lender the excess (if any) of its reasonable estimate of the amount of any
breakage costs over the actual amount of such breakage costs.  The
termination of the Commitment of a Defaulting Lender pursuant to this Section
2.5(d) shall not be deemed to be a waiver of any right that (x) the Borrower,
the Administrative Agent or any other Lender may have against such Defaulting
Lender or (y) such Defaulting Lender may have against the Borrower based on
the estimate described in the preceding sentence.

(e)     If a Lender at any time becomes a Defaulting Lender and the Total
Exposures at such time exceed an amount equal to the total of (i) the Total
Commitments minus (ii) such Defaulting Lender's Commitment (after giving
effect to any reduction or termination pursuant to Section 2.5(d)) plus (iii)
the principal amount of such Defaulting Lender's outstanding Loans, then the
Borrower shall promptly (and in any event within three Business Days), prepay
Loans in an amount sufficient to eliminate such excess.  Except for the
mandatory nature thereof, any prepayment of Loans pursuant to this Section
2.5(e) shall be subject to the provisions of Section 2.5(b); provided that
such prepayment may be in any amount that is an integral multiple of
$1,000,000.

2.6.  Conversion and Continuation Options.  ABR Loans may, at any time, be
converted into Eurodollar Loans and Eurodollar Loans may, on the last day of
any Interest Period applicable thereto, be converted into ABR Loans or
continued as Eurodollar Loans (the date of any such conversion, the
"Conversion Date"), as follows:

(a)     In order to continue outstanding Eurodollar Loans as Eurodollar Loans
      for another Interest Period, or to convert ABR Loans to Eurodollar
      Loans, the Borrower shall give the Administrative Agent irrevocable
      notice thereof prior to 11:00 A.M. New York City time, two Business
      Days before the first day of the Interest Period to be applicable to
      such continued or converted Eurodollar Loans, which notice shall
      specify the length of the Interest Period requested by the Borrower to
      be applicable to such Loans.

(b)     No Loan may be converted into, or continued as, a Eurodollar Loan
      when any Event of Default has occurred and is continuing and the
      Administrative Agent has or the Required Lenders have determined in its
      or their sole discretion not to permit such a continuation.

(c)     If the Borrower fails to give a notice as described above in this
      Section 2.6 to continue an outstanding Eurodollar Loan or to convert
      such Loan to an ABR Loan, or if such continuation or conversion is not
      permitted pursuant to paragraph (b) above, such


Page 16


      Loans shall be
      automatically converted to ABR Loans on the last day of the then
      expiring Interest Period applicable to such Loans.

(d)     The Administrative Agent shall promptly notify each Lender of each
      notice received by the Administrative Agent from the Borrower pursuant
      to this Section 2.6.

(e)     This Section shall not apply to Swingline Loans, which may not be
      continued or converted (it being understood that, subject to the terms
      and conditions set forth in this Agreement, Swingline Loans may be
      reborrowed on the same day other Swingline Loans are being repaid).

2.7.  Minimum Amounts and Maximum Number of Tranches.  All borrowings,
prepayments, conversions and continuations of Loans hereunder and all
selections of Interest Periods hereunder shall be in such amounts and be made
pursuant to such elections so that, after giving effect thereto, the
aggregate principal amount of the Loans comprising each Eurodollar Tranche
shall be equal to $10,000,000 or a whole multiple of $1,000,000 in excess
thereof.  In no event shall there be more than five Eurodollar Tranches
outstanding at any time.

2.8.  Interest Rates and Payment Dates.  (a)  Each Eurodollar Loan shall bear
interest for each day during each Interest Period with respect thereto at a
rate per annum equal to the Eurodollar Rate determined for such day plus the
Applicable Margin therefor.

(b)     Each ABR Loan shall bear interest for each day from the applicable
Borrowing Date at a rate per annum equal to the ABR plus the Applicable
Margin therefor.

(c)   Each Swingline Loan shall bear interest for each day from the
applicable Borrowing Date at the applicable rate provided in Section 2.19.

(d)   If all or a portion of (i) the principal amount of any Loan or
Swingline Loan, (ii) any interest payable thereon or (iii) any fee or other
amount payable hereunder shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), such overdue amount shall, to the
extent permitted by applicable law, bear interest at a rate per annum which
is equal to the rate applicable to ABR Loans pursuant to Section 2.8(b) plus
2% from the date of such non-payment to (but excluding) the date on which
such amount is paid in full (after as well as before judgment).

(e)   Interest shall be payable in arrears on each Interest Payment Date,
provided that interest accruing pursuant to paragraph (d) of this Section
shall be payable from time to time on demand.

2.9.  Computation of Interest and Fees.  (a)  Interest calculated on the
basis of the Prime Rate shall be calculated on the basis of a 365- (or 366-,
as the case may be) day year for the actual days elapsed; and, otherwise,
interest and Facility Fees shall be calculated on the basis of a 360-day year
for the actual days elapsed.  The Administrative Agent shall as soon as
practicable notify the Borrower and the Lenders of each determination of a
Eurodollar Rate.

(b)     Each determination of an interest rate by the Administrative Agent
pursuant to any provision of this Agreement shall be conclusive and binding
on the Borrower and the


Page 17


Lenders in the absence of manifest error.  The
Administrative Agent shall deliver to the Borrower upon request a statement
showing the quotations used by the Administrative Agent in determining any
interest rate pursuant to Section 2.8(a) or (b).

2.10. Inability to Determine Interest Rate.  If prior to the first day of any
Interest Period:

(a)     the Administrative Agent shall have determined (which determination
shall be conclusive and binding upon the Borrower, absent manifest error)
that the Eurodollar Rate can not be determined by any of the means set forth
in the definition of "Eurodollar Rate" and, by reason of circumstances
affecting the eurodollar market, quotations of interest rates for the
relevant deposits are not being provided to Bank of America in the relevant
amount or for the relevant maturities for purposes of determining the
Eurodollar Rate for such Interest Period, or

(b)     the Administrative Agent shall have received notice from the
Required  Lenders that the Eurodollar Rate determined or to be determined for
such Interest Period will not adequately and fairly reflect the cost to such
Lenders (as conclusively certified by such Lenders, absent manifest error) of
making or maintaining their affected Loans during such Interest Period, the
Administrative Agent shall give telecopy or telephonic notice thereof to the
Borrower and the Lenders as soon as practicable thereafter.  If such notice
is given (x) any Eurodollar Loans requested to be made on the first day of
such Interest Period shall be made as ABR Loans, (y) any ABR Loans that were
to have been converted on the first day of such Interest Period to Eurodollar
Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar
Loans shall be converted, on the first day of such Interest Period, to ABR
Loans.  Each such Lender shall promptly notify the Administrative Agent upon
any change in such determination of the adequacies and fairness of the
Eurodollar Rate, and the Administrative Agent shall promptly withdraw its
notice to the Borrower following receipt of such notices from the Required
Lenders.  Until such withdrawal by the Administrative Agent, no further
Eurodollar Loans shall be made or continued as such, nor shall the Borrower
have the right to convert ABR Loans to Eurodollar Loans.

2.11. Pro Rata Treatment and Payments.  (a)  Each borrowing by the Borrower
from the Lenders hereunder, each payment by the Borrower of any Facility Fee
hereunder, each payment (including each prepayment) by the Borrower on
account of principal of and interest on the Loans, and any reduction of the
Commitments of the Lenders shall be made pro rata according to the
Percentages of the Lenders, in each case except to the extent another
provision of this Agreement specifies a different treatment (including, but
not limited to, Section 2.18).  All payments (including prepayments) to be
made by the Borrower hereunder, whether on account of principal, interest,
fees or otherwise, shall be made without set off or counterclaim and shall be
made prior to 4:00 P.M., New York City time, on the due date thereof to the
Administrative Agent (except payments to be made directly to the Swingline
Lender as expressly provided herein), for the account of the Lenders, at the
Administrative Agent's office specified in Section 9.2, in Dollars and in
immediately available funds.  The Administrative Agent shall distribute such
payments to the Lenders promptly upon receipt in like funds as received.  If
any payment hereunder becomes due and payable on a day other than a Business
Day, such payment shall be extended to the next succeeding Business Day, and,
with respect to payments of principal, interest thereon shall be payable at
the then applicable rate during such


Page 18


extension; provided that if such next
succeeding Business Day falls in the following calendar month, then such
payment shall be due and payable on the Business Day immediately preceding
the original date on which such payment becomes due and payable.

(b)     Unless the Administrative Agent shall have been notified in writing
by any Lender prior to a borrowing that such Lender will not make the amount
that would constitute its share of such borrowing available to the
Administrative Agent, the Administrative Agent may assume that such Lender is
making such amount available to the Administrative Agent, and the
Administrative Agent may, in reliance upon such assumption, make available to
the Borrower a corresponding amount.  If such amount is not made available to
the Administrative Agent by the required time on the Borrowing Date therefor,
such Lender shall pay to the Administrative Agent, on demand, such amount
with interest thereon at a rate equal to the daily average Federal Funds
Effective Rate for the period until such Lender makes such amount immediately
available to the Administrative Agent.  A certificate of the Administrative
Agent submitted to any Lender with respect to any amounts owing under this
Section shall be conclusive in the absence of manifest error.  If such
Lender's pro rata share of such borrowing is not made available to the
Administrative Agent by such Lender within three Business Days of such
Borrowing Date, the Administrative Agent shall also be entitled to repayment
of such amount with interest thereon at the rate per annum otherwise
applicable to such Loans hereunder, on demand, from the Borrower and, upon
such payment, no further interest shall be payable with respect to such
amount.  The payment of interest by a Lender to the Administrative Agent
pursuant to this Section 2.11(b) shall not be deemed to be a waiver of any
right the Borrower may have against such Lender for such Lender's failure to
make Loans to the Borrower as required hereunder.

(c)     Unless the Administrative Agent shall have been notified in writing
by the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders hereunder that the
Borrower will not make such payment to the Administrative Agent, the
Administrative Agent may assume that the Borrower is making such amount
available to the Administrative Agent, and the Administrative Agent may, in
reliance upon such assumption, distribute to the Lenders a corresponding
amount.  If such amount is not made available to the Administrative Agent by
the required time on the payment date therefor, each of the Lenders shall pay
to the Administrative Agent, on demand, the amount so distributed to such
Lender with interest thereon at a rate equal to the daily average Federal
Funds Effective Rate for the period until such Lender makes such amount
immediately available to the Administrative Agent.  A certificate of the
Administrative Agent submitted to any Lender with respect to any amounts
owing under this Section shall be conclusive in the absence of manifest
error.  Nothing herein shall be deemed to limit the rights of the
Administrative Agent or any Lender against the Borrower.

2.12. Illegality.  Notwithstanding any other provision herein, if the
adoption of or any change in any Requirement of Law or in the interpretation
or application thereof shall make it unlawful for any Lender to make or
maintain Eurodollar Loans as contemplated by this Agreement (a) such Lender
shall promptly give notice thereof to the Borrower and the Administrative
Agent, (b) the commitment of such Lender hereunder to make Eurodollar Loans,
continue Eurodollar Loans as such and convert ABR Loans to Eurodollar Loans
shall forthwith be cancelled and (c) such Lender's outstanding Eurodollar
Loans, if any, shall be converted


Page 19


automatically to ABR Loans on the
respective last days of the then current Interest Periods with respect to
such Loans or within such earlier period as required by law.

2.13. Additional Costs.  (a)  If, as a result of any Regulatory Change:

(i)   any Lender shall be subject to any tax of any kind whatsoever with
      respect to amounts payable to it under this Agreement or any Eurodollar
      Loan made by it, or the basis of taxation of payments to such Lender in
      respect thereof is changed (except, in each case, for Non-Excluded
      Taxes covered by Section 2.14, net income taxes and franchise taxes,
      and changes in the rate of tax on the overall net income of such
      Lender); or

(ii)  any reserve, special deposit, or capital adequacy, or similar
      requirements relating to any extensions of credit or other assets of,
      or any deposits with or other liabilities of, any Lender are imposed,
      modified, or deemed applicable; or

(iii) any other condition affecting this Agreement, any Eurodollar Loans or
      participation therein is imposed on any Lender after the date hereof;
      and

any Lender determines that, by reason thereof, the cost to such Lender of
making or maintaining its Commitment or any of its Eurodollar Loans to the
Borrower, or the cost (including reduced rate of return) to such Lender of
participating in, issuing or maintaining any such Loans, is increased or any
amount receivable by such Lender hereunder in respect of any of such Loans is
reduced, in each case by an amount reasonably deemed by such Lender to be
material (such increases in cost and reductions in amounts receivable being
herein called "Additional Costs"), then the Borrower shall pay to such Lender
upon its request the additional amount or amounts as will compensate such
Lender for such Additional Costs within 15 Business Days after written notice
of such Additional Costs is received by the Borrower; provided, however, that
if all or any such Additional Costs would not have been payable or incurred
but for such Lender's voluntary decision to designate a new Lending Office,
the Borrower shall have no obligation under this Section 2.13 to compensate
such Lender for such amount relating to such Lender's decision; provided,
further, that the Borrower shall not be required to make any payments to such
Lender for Additional Costs resulting from capital adequacy requirements
incurred more than 60 days prior to the date that such Lender notifies the
Borrower of such Lender's intention to claim compensation therefor.  Each
Lender will notify the Borrower and the Administrative Agent of any
Regulatory Change occurring after the date of this Agreement which will
entitle such Lender to compensation pursuant to this Section 2.13(a) as
promptly as practicable after it obtains knowledge thereof and determines to
request such compensation.  Each Lender requesting compensation under this
Section 2.13(a) shall furnish to the Borrower a statement setting forth the
basis for requesting such compensation and the method for determining the
amount thereof.

(b)     Without limiting the effect of the provisions of Section 2.13(a) (but
without duplication thereof), the Borrower will pay to any Lender, within 15
Business Days of receipt by the Borrower of notice from such Lender, for each
day such Lender is required to maintain reserves against "Eurocurrency
liabilities" under Regulation D of the Board as in effect on the date of this
Agreement, an additional amount determined by such Lender equal to the
product of the following:


Page 20


(i)   the principal amount of the Eurodollar Loan;

(ii)  the remainder of (x) a fraction the numerator of which is the
      Eurodollar Rate for such Eurodollar Loan and the denominator of which
      is one minus the rate at which such reserve requirements are imposed on
      such Lender on such day minus (y) such numerator; and

(iii) 1/360.

Such Lender shall request payment under this Section 2.13(b) by giving notice
to the Borrower as of the last day of each Interest Period for each
Eurodollar Loan (and, if such Interest Period exceeds three months' duration,
also as of three months, or a whole multiple thereof, after the first day of
such Interest Period).  Such notice shall specify the basis for requesting
such compensation and the method for determining the amount thereof.  Such
Lender shall provide any evidence of such requirement to maintain reserves as
the Borrower may reasonably request.

(c)     Determinations by any Lender for purposes of this Section 2.13 of the
amount of any Additional Costs or of any amount under Section 2.13(b) shall
be conclusive, provided that such determinations are made absent manifest
error.

2.14. Taxes.  (a)  All payments made by the Borrower under this Agreement and
any Notes shall be made free and clear of, and without deduction or
withholding for or on account of, any present or future income, stamp or
other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings, now or hereafter imposed, levied, collected, withheld or
assessed by any Governmental Authority, excluding net income taxes and
franchise taxes (imposed in lieu of net income taxes) imposed on the
Administrative Agent or any Lender as a result of a present or former
connection between the Administrative Agent or such Lender and the
jurisdiction of the Governmental Authority imposing such tax or any political
subdivision or taxing authority thereof or therein (other than any such
connection arising solely from the Administrative Agent or such Lender having
executed, delivered or performed its obligations or received a payment under,
or enforced, this Agreement or any other Loan Document), unless the Borrower
is compelled by law to make such deduction or withholding.  If any such
non-excluded taxes, levies, imposts, duties, charges, fees deductions or
withholdings ("Non-Excluded Taxes") or any Other Taxes are required to be
withheld from any amounts payable to the Administrative Agent or any Lender
hereunder or under any Note, the amounts so payable to the Administrative
Agent or such Lender shall be increased to the extent necessary to yield to
the Administrative Agent or such Lender (after payment of all Non-Excluded
Taxes and Other Taxes) interest or any such other amounts payable hereunder
at the rates or in the amounts they would have received had no such
obligation been imposed on the Borrower; provided, however, that the Borrower
shall not be required to increase any such amounts payable to any Lender with
respect to any Non-Excluded Taxes that are attributable to such Lender's
designation of a different Lending Office (provided that such Non-Excluded
Taxes are imposed at the time of the first payment to such Lender under this
Agreement following such designation and excluding any designation required
by any Requirement of Law or occurring pursuant to Section 2.16) or failure
to comply with the requirements of paragraph (d) of this Section 2.14.


Page 21


(b)     In addition, the Borrower shall pay any Other Taxes (other than Other
Taxes that are being or promptly will be contested in good faith by
appropriate proceedings and for which the Borrower has set aside on its books
adequate reserves in accordance with GAAP, provided that the Borrower shall
be permitted not to pay such Other Taxes being so contested only so long as
such nonpayment could not reasonably be expected to have any adverse effect
on the rights or remedies of the Lenders hereunder or under any other Loan
Document) to the relevant Governmental Authority in accordance with
applicable law.

(c)     Whenever any Non-Excluded Taxes or Other Taxes (other than Other
Taxes that are being or promptly will be contested in good faith by
appropriate proceedings and for which the Borrower has set aside on its books
adequate reserves in accordance with GAAP, provided that the Borrower shall
be permitted not to pay such Other Taxes being so contested only so long as
such nonpayment could not reasonably be expected to have any adverse effect
on the rights or remedies of the Lenders hereunder or under any other Loan
Document) are payable by the Borrower, as promptly as possible thereafter the
Borrower shall send to the Administrative Agent for the account of the
Administrative Agent or the relevant Lender, as the case may be, certificates
or other valid vouchers or receipts received by the Borrower showing payment
thereof.  If the Borrower fails to pay any such Non-Excluded Taxes or Other
Taxes when due to the appropriate taxing authority or fails to remit to the
Administrative Agent the required receipts or other required documentary
evidence, the Borrower shall indemnify the Administrative Agent and the
Lenders for any incremental taxes, interest or penalties that may become
payable by the Administrative Agent or any Lender as a result of any such
failure.

(d)     Each Lender (or Transferee) that is not a "United States person" as
defined in Section 7701(a)(30) of the Code (a "Non-U.S. Lender") shall
deliver to the Borrower and the Administrative Agent (or, in the case of a
Participant, to the Lender from which the related participation shall have
been purchased) two copies of either U.S. Internal Revenue Service Form
W-8BEN (certifying as to entitlement to treaty benefits) or Form W-8ECI
(claiming exemption from withholding because the income is effectively
connected with a U.S. trade or business), or, in the case of a Non-U.S.
Lender claiming exemption from U.S. federal withholding tax under Section
871(h) or 881(c) of the Code with respect to payments of "portfolio
interest", a statement substantially in the form of Exhibit B and a Form
W-8BEN (certifying as to beneficial ownership), or any subsequent versions
thereof or successors thereto properly completed and duly executed by such
Non-U.S. Lender claiming complete exemption from U.S. federal withholding tax
on all payments by the Borrower under this Agreement and the other Loan
Documents.  Such forms shall be delivered by each Non-U.S. Lender on or
before the date it becomes a party to this Agreement (or, in the case of any
Participant, on or before the date such Participant purchases the related
participation).  In addition, each Non-U.S. Lender shall deliver such forms
promptly upon the obsolescence or invalidity of any form previously delivered
by such Non-U.S. Lender, or upon the reasonable request by the Borrower or
the Administrative Agent.  Each Non-U.S. Lender shall promptly notify the
Borrower at any time it determines that it is no longer in a position to
provide any previously delivered certificate to the Borrower (or any other
form of certification adopted by the U.S. taxing authorities for such
purpose).  Each Non-U.S. Lender agrees to (i) promptly notify the
Administrative Agent and Borrower if any fact set forth in any such
certificate ceases to be true and correct and (ii) take such steps and may be
reasonably necessary to avoid any applicable Requirements of Law that
Borrower make any deduction or withholding for taxes from amounts payable to
the Non-U.S.


Page 22


Lender under this Agreement.  Notwithstanding any other
provision of this paragraph, a Non-U.S. Lender shall not be required to
deliver any form pursuant to this paragraph after the date it becomes a party
to this Agreement (or, in the case of any Participant, after the date such
Participant purchases the related participation) that such Non-U.S. Lender is
not legally able to deliver.

2.15. Indemnity.  The Borrower agrees to indemnify each Lender and to hold
each Lender harmless from any loss or expense which such Lender may sustain
or incur as a consequence of (a) default by the Borrower in making a
borrowing of Eurodollar Loans or in the conversion into or continuation of
Eurodollar Loans, after the Borrower has given a notice requesting or
accepting the same in accordance with the provisions of this Agreement,
(b) default by the Borrower in making any prepayment of Eurodollar Loans
after the Borrower has given a notice thereof in accordance with the
provisions of this Agreement, or (c) the making of a prepayment of Eurodollar
Loans on a day which is not the last day of an Interest Period with respect
thereto.  Such indemnification may include an amount equal to the excess, if
applicable, of (i) the amount of interest which would have accrued on the
amount so prepaid, or not so borrowed, converted or continued, for the period
from the date of such prepayment or of such failure to borrow, convert or
continue to but excluding the last day of the relevant Interest Period (or
proposed Interest Period) at the applicable rate of interest for such Loans
provided for herein (excluding, however, the Applicable Margin) over (ii) the
amount of interest (as reasonably determined by such Lender) which would have
accrued to such Lender on such amount by placing such amount on deposit for a
comparable period with leading banks in the interbank eurodollar market.

2.16. Change of Lending Office.  Each Lender agrees that if it makes any
demand for payment under Sections 2.13 or 2.14(a), or if any adoption or
change of the type described in Section 2.12 shall occur with respect to it,
it will use reasonable efforts (consistent with its internal policy and legal
and regulatory restrictions and so long as such efforts would not be
disadvantageous to it, as determined in its sole discretion) to designate a
different Lending Office if the making of such a designation would reduce or
obviate the need for the Borrower to make payments under Sections 2.13 or
2.14(a), or would eliminate or reduce the effect of any adoption or change
described in Section 2.12.

2.17. Replacement of Lenders under Certain Circumstances.  If any Lender (a)
shall make a request for reimbursement for amounts owing pursuant to Sections
2.13 or 2.14 (for itself or its Participant) or for which amounts are
otherwise payable by the Borrower pursuant to Section 2.14, (b) shall deliver
any notice to the Borrower and Administrative Agent pursuant to Section
2.12(a), (c) does not consent to an amendment or waiver that requires the
consent of all Lenders and has been approved by the Required Lenders or (d)
is a Defaulting Lender or a Downgraded Lender, then the Borrower may require
such Lender to assign and delegate, without recourse, all of its interests,
rights and obligations under this Agreement and the other Loan Documents to a
replacement bank or other financial institution; provided that (i) such
replacement does not conflict with any Requirement of Law, (ii) no Event of
Default shall have occurred and be continuing at the time of such replacement
(or, if a Default or Event of Default exists, the Required Lenders consent to
such replacement), (iii) the Borrower shall repay, without duplication, all
Loans, Swingline Loans, Swingline Participation Amounts and other amounts
owing to such replaced Lender on or prior to the date of replacement,
(iv) the


Page 23


Borrower shall be liable to such replaced Lender under Section 2.15
if any outstanding Eurodollar Loan owing to such replaced Lender shall be
prepaid (or purchased) other than on the last day of the Interest Period
relating thereto, (v) the replacement bank or institution, if not already a
Lender, shall be reasonably satisfactory to the Administrative Agent,
(vi) the replaced Lender shall be obligated to make such replacement in
accordance with the provisions of Section 9.6 (c) and (e) (provided that the
Borrower or the replacement bank or institution shall be obligated to pay the
registration and processing fee referred to therein), (vii) until such time
as such replacement shall be consummated, the Borrower shall pay all
additional amounts (if any) required pursuant to Sections 2.13 or 2.14, as
the case may be, and (viii) any such replacement shall not be deemed to be a
waiver of any rights which the Borrower, the Administrative Agent or any
other Lender shall have against the replaced Lender.

2.18. Defaulting Lenders.

            Notwithstanding  any provision of this  Agreement to the contrary,
if any Lender  becomes a  Defaulting  Lender,  then the  following  provisions
shall apply:

             (a)  fees shall cease to accrue on the unfunded portion of the
Commitment of such Defaulting Lender pursuant to Section 2.3;

             (b)  any payment of principal of or interest on Loans (including
through sharing of payment pursuant to Section 9.7(a) but excluding any
payment pursuant to Section 2.5(d) net of any amount described in Section
2.5(d)(2)(B)) shall, if the Borrower so directs at the time of making such
payment, be applied to amounts owed to Lenders other than such Defaulting
Lender until amounts owed to such other Lenders are paid, as if the amount
owed to such Defaulting Lender hereunder in respect of Loans and
reimbursement obligations were zero;

             (c)  the Commitment and the Exposure of such Defaulting Lender
shall not be included in determining whether all Lenders or the Required
Lenders have taken or may take any action hereunder (including any consent to
any amendment or waiver pursuant to Section 9.1), provided that any waiver,
amendment or modification requiring the consent of all Lenders or each
affected Lender which materially and adversely affects such Defaulting Lender
disproportionately when compared with other affected Lenders shall require
the consent of such Defaulting Lender; and

             (d)  the Administrative Agent may, in its discretion, apply any
amounts thereafter received by the Administrative Agent for the account of
such Defaulting Lender to satisfy such Defaulting Lender's obligations under
Sections 2.2 and 8.9 until all such unsatisfied obligations are fully paid.

            In the event that the  Administrative  Agent and the Borrower each
agrees that a  Defaulting  Lender has  adequately  remedied  all matters  that
caused such Lender to be a Defaulting  Lender,  and, subject to the consent of
the  Administrative  Agent and the  Borrower,  then on such  date such  Lender
shall  purchase  at  par  such  of  the  Loans  of the  other  Lenders  as the
Administrative  Agent  shall  determine  may be  necessary  in order  for such
Lender to hold such Loans in accordance with its Percentage.


Page 24


2.19. Swingline Commitment.  (a)  Subject to the terms and conditions hereof,
the Swingline Lender shall make a portion of the credit otherwise available
to the Borrower under the Commitments from time to time during the Commitment
Period by making swing line loans ("Swingline Loans") to the Borrower;
provided that (i) the aggregate principal amount of Swingline Loans
outstanding at any time shall not exceed the Swingline Commitment then in
effect (notwithstanding that the Swingline Loans outstanding at any time,
when aggregated with the Swingline Lender's outstanding Loans (other than
Swingline Loans), may exceed the Swingline Commitment then in effect) and
(ii) the Borrower shall not request, and the Swingline Lender shall not make,
any Swingline Loan if, after giving effect to the making of such Swingline
Loan, the Total Exposures would exceed the Total Commitments.  During the
Commitment Period, the Borrower may use the Swingline Commitment by
borrowing, repaying and reborrowing, all in accordance with the terms and
conditions hereof.  Swingline Loans shall be ABR Loans or Cost of Funds Rate
Loans only.

(b)     A Swingline Loan shall be an ABR Loan, unless the Borrower has
requested a Cost of Funds Rate Loan at a Cost of Funds Rate quoted by the
Swingline Lender and confirmed by the Borrower pursuant to the following
procedures. If the Borrower desires a Cost of Funds Rate Loan (i) the
Borrower shall request a quote for a Cost of Funds Rate Loan, and the
Swingline Lender shall within a reasonable time after receipt of the request
directly contact the Borrower (which may be done by telephone) with its Cost
of Funds Rate (confirmed by telecopy), (ii) the Borrower shall immediately
inform the Swingline Lender of its decision as to whether to request a Cost
of Funds Rate Loan at the Cost of Funds Rate (which may be done by telephone
and promptly confirmed in writing and which decision shall be irrevocable),
and (iii) if the Borrower has so informed the Swingline Lender that it does
desire a Cost of Funds Rate Loan at the Cost of Funds Rate, the Swingline
Lender shall promptly make such Cost of Funds Rate Loan available to the
Borrower.  At all times such Loan is a Cost of Funds Rate Loan, the Borrower
shall pay interest on the unpaid principal amount of such Cost of Funds Rate
Loan from the date of such Cost of Funds Rate Loan until such principal
amount shall be paid in full at a rate per annum equal to the Cost of Funds
Rate in effect from time to time plus the Applicable Margin for Eurodollar
Loans in effect from time to time.

(c)     The Borrower shall repay to the Swingline Lender the then unpaid
principal amount of each Swingline Loan and accrued interest thereon on the
earlier of the Termination Date and the date that is five Business Days after
such Swingline Loan is made (or such earlier date on which the Swingline
Loans become due and payable pursuant to Section 7); provided that on each
date that a Loan (other than a Swingline Loan) is borrowed, the Borrower
shall repay all Swingline Loans then outstanding.

2.20. Procedure for Swingline Borrowing; Refunding of Swingline Loans.

            (a)  The Borrower may borrow under the Swingline Commitment
during the Commitment Period on any Business Day, provided that the Borrower
shall give the Administrative Agent irrevocable written notice substantially
in the form of Exhibit H, which notice must be executed by a Responsible
Officer of the Borrower and received by the Administrative Agent prior to
1:00 P.M., New York City time, on the requested Borrowing Date.  Each such
notice shall specify (i) the amount to be borrowed and (ii) the requested
Borrowing Date.  Each borrowing under the Swingline Commitment shall be in an
amount equal to


Page 25


$500,000 or a whole multiple of $100,000 in excess thereof.
The Swingline Lender will make the amount of each borrowing under the
Swingline Facility available to the Administrative Agent for the account of
the Borrower at the office of the Administrative Agent specified in Section
9.2 prior to 3:00 P.M., New York City time, on the Borrowing Date requested
by the Borrower in funds immediately available to the Administrative Agent,
unless the Swingline Lender has received notice (by telephone or in writing)
from the Administrative Agent (including at the request of any Lender) prior
to 2:00 p.m. on the proposed Borrowing Date (A) directing the Swingline
Lender not to make such Swingline Loan as a result of the limitations set
forth in the proviso to the first sentence of Section 2.19(a), or (B) that
one or more of the applicable conditions specified in Section 5 is not then
satisfied.  Such borrowing will then be made available to the Borrower by the
Administrative Agent crediting the account of the Borrower on the books of
such office with the amount made available to the Administrative Agent by the
Swingline Lender promptly upon receipt thereof and in like funds as received
by the Administrative Agent.

(b)    The Swingline Lender, at any time and from time to time in its sole
and absolute discretion may, on behalf of the Borrower (which hereby
irrevocably directs the Swingline Lender to act on its behalf), on one
Business Day's notice given by the Swingline Lender no later than 12:00 Noon,
New York City time, request each Lender to make, and each Lender hereby
agrees to make, a Loan, in an amount equal to such Lender's Percentage of the
aggregate amount of the Swingline Loans (the "Refunded Swingline Loans")
outstanding on the date of such notice, to repay the Swingline Lender,
without regard to the minimum and multiple specified in Section 2.2.  Each
Lender shall make the amount of such Loan available to the Administrative
Agent for the account of the Issuing Lender at the office of the
Administrative Agent specified in Section 9.2 prior to 10:00 A.M., New York
City time, one Business Day after the date of such notice in funds
immediately available to the Administrative Agent.  The proceeds of such
Loans will then be immediately made available by the Administrative Agent to
the Swingline Lender for application by the Swingline Lender to the repayment
of the Refunded Swingline Loans.

(c)   (i) If prior to the time a Loan could have otherwise been made pursuant
to Section 2.20(b), one of the events described in Section 7(e) shall have
occurred and be continuing with respect to the Borrower or if for any other
reason, as determined by the Swingline Lender in its sole discretion, Loans
are not or cannot be made as contemplated by Section 2.20(b), each Lender
shall, on the date such Loan should have been made pursuant to the notice
referred to in Section 2.20(b), purchase for cash an undivided participating
interest in the then outstanding Swingline Loans by paying to the Swingline
Lender an amount (the "Swingline Participation Amount") equal to (x) such
Lender's Percentage times (y) the sum of the aggregate principal amount of
Swingline Loans then outstanding that were to have been repaid with such
Loans.  Immediately upon the making of a Swingline Loan, each Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase
from the Swingline Lender a risk participation in such Swingline Loan as
described in the preceding sentence.

            (ii) If any Lender fails to make available to the Administrative
Agent for the account of the Swingline Lender any amount required to be paid
by such Lender pursuant to the foregoing provisions of this Section 2.20 by
the time specified in Section 2.20(b), the Swingline Lender shall be entitled
to recover from such Lender (acting through the Administrative Agent),


Page 26


on
demand, such amount with interest thereon for the period from the date such
payment is required to the date on which such payment is immediately
available to the Swingline Lender at a rate per annum equal to the greater of
the Federal Funds Rate and a rate determined by the Swingline Lender in
accordance with banking industry rules on interbank compensation, plus any
administrative, processing or similar fees customarily charged by the
Swingline Lender in connection with the foregoing.  If such Lender pays such
amount (with interest and fees as aforesaid), the amount so paid shall
constitute such Lender's Loan included in the relevant borrowing or funded
participation in the relevant Swingline Loan, as the case may be.  A
certificate of the Swingline Lender submitted to any Lender (through the
Administrative Agent) with respect to any amounts owing under this clause
(ii) shall be conclusive absent manifest error.

(d)     Whenever, at any time after the Swingline Lender has received from
any Lender such Lender's Swingline Participation Amount, the Swingline Lender
receives any payment on account of the Swingline Loans, the Swingline Lender
will distribute to such Lender its Swingline Participation Amount
(appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such Lender's participating interest was
outstanding and funded and, in the case of principal and interest payments,
to reflect such Lender's pro rata portion of such payment if such payment is
not sufficient to pay the principal of and interest on all Swingline Loans
then due); provided, however, that in the event that such payment received by
the Swingline Lender is required to be returned, such Lender will return to
the Swingline Lender any portion thereof previously distributed to it by the
Swingline Lender.

(e)   Each Lender's obligation to make the Loans referred to in Section
2.20(b) and to purchase participating interests pursuant to Section 2.20(c)
shall be absolute and unconditional and shall not be affected by any
circumstance, including (i) any setoff, counterclaim, recoupment, defense or
other right that such Lender or the Borrower may have against the Swingline
Lender, the Borrower or any other Person for any reason whatsoever, (ii) the
occurrence or continuance of a Default or an Event of Default or the failure
to satisfy any of the other conditions specified in Section 5, (iii) any
adverse change in the condition (financial or otherwise) of the Borrower,
(iv) any breach of this Agreement or any other Loan Document by the Borrower
or any other Lender or (v) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing.

(f)   The Borrower shall make all payments of principal and interest in
respect of the Swingline Loans directly to the Swingline Lender.

SECTION 3.                                 [RESERVED]
SECTION 4.                       REPRESENTATIONS AND WARRANTIES
            To induce the Administrative Agent and the Lenders to enter into
this Agreement and to make the Loans, the Borrower hereby represents and
warrants to the Administrative Agent and each Lender that:

4.1.  Financial Condition.  (i)  The consolidated balance sheet of the
Borrower and its consolidated Subsidiaries as at December 31, 2008 and the
related consolidated


Page 27


statements of income and of cash flows for the fiscal
year ended on such date, reported on by PricewaterhouseCoopers LLP, copies of
which have been included in the Borrower's Annual Report on Form 10-K for the
fiscal year, ended as of such date, as filed with the Securities and Exchange
Commission, present fairly in all material respects the consolidated
financial condition of the Borrower and its consolidated Subsidiaries as at
such date, and the consolidated results of their operations and their
consolidated cash flows for the fiscal year then ended.  Such financial
statements, including the related schedules and notes thereto, have been
prepared in accordance with GAAP applied consistently throughout the period
involved

4.2.  No Change.  From December 31, 2008, there has been no development or
event which has had a Material Adverse Effect.

4.3.  Corporate Existence.  The Borrower (a) is a corporation duly organized,
validly existing and in good standing under the laws of the State of
California and has the corporate power and authority, and the legal right, 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 and (b) is in
compliance with all Requirements of Law except to the extent that the failure
to comply therewith would not, in the aggregate, reasonably be expected to
have a Material Adverse Effect.

4.4.  Corporate Power; No Legal Bar.  The execution, delivery, and
performance by the Borrower of this Agreement and any Note are within its
corporate powers, have been duly authorized by all necessary corporate
action, and do not violate any provision of law or any agreement, indenture,
note, or other instrument binding upon or affecting it or its charter or
by-laws or give cause for acceleration of any of its Indebtedness, except to
the extent that such violation or acceleration would not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.

4.5.  Authorization; Enforceability.  All authorizations, approvals, and
other actions by, and notices to and filings with all Governmental
Authorities required for the due execution, delivery and performance of this
Agreement and any Note have been obtained or made and are in full force and
effect, except to the extent that the failure to obtain or make, or to have
in full force and effect, such authorizations, approvals, other actions,
notices and filings would not, in the aggregate, reasonably be expected to
have a Material Adverse Effect.  Each of this Agreement and each Note
executed in connection herewith is a legally valid and binding obligation of
the Borrower enforceable in accordance with its terms except as enforcement
may be limited by bankruptcy, insolvency, reorganization, moratorium or other
laws or equitable principles relating to or limiting creditors' rights
generally.

4.6.  ERISA.  No "prohibited transaction" (as defined in Section 406 of ERISA
or Section 4975 of the Code) or "accumulated funding deficiency" (as defined
in Section 302 of ERISA) or "reportable event" (herein defined as any of the
events set forth in Section 4043(b) of ERISA or the regulations thereunder)
has occurred in the last five years with respect to any Plan which would
reasonably be expected to have a Material Adverse Effect with respect to the
consolidated financial condition of the Borrower and its consolidated
Subsidiaries.

4.7.  No Material Litigation.  There are no legal or arbitral proceedings or
any proceedings by or before any governmental or regulatory authority or
agency, now pending


Page 28


or, to the knowledge of the Borrower, threatened against
the Borrower or any Significant Subsidiary of the Borrower which have not
been disclosed in public filings with the Securities and Exchange Commission
(a) that would reasonably be expected to have a Material Adverse Effect or
(b) with respect to any of the Loan Documents.

4.8.  Taxes.  All United States Federal income tax returns of the Borrower
and its Significant Subsidiaries that file consolidated income tax returns
with the Borrower have been examined and closed through the fiscal year of
the Borrower ended December 31, 1993, except for certain affirmative claims
related to tax years 1986 to 1993. The Borrower and such Significant
Subsidiaries have filed all United States Federal income tax returns and all
other material tax returns which are required to be filed by them and have
paid all taxes due pursuant to such returns or pursuant to any assessment
received by the Borrower or any such Significant Subsidiary, except (a) any
taxes that are being or promptly will be contested in good faith by
appropriate proceedings and for which the Borrower or such Significant
Subsidiary, as applicable, has set aside on its books adequate reserves in
accordance with GAAP or (b) any taxes that are immaterial in amount.  The
charges, accruals and reserves on the books of the Borrower and such
Significant Subsidiaries in respect of any taxes and other governmental
charges are, in the opinion of the Borrower, adequate.

4.9.  Purpose of Loans.  The proceeds of the Loans and Swingline Loans shall
be used by the Borrower for general corporate purposes (including to
refinance and repay its commercial paper issuances).  The use of proceeds of
the Loans and Swingline Loans shall be in compliance with all applicable
decisions of the California Public Utilities Commission.  No part of the
proceeds of any Loans and Swingline Loans, and no other extensions of credit
hereunder, will be used for "buying" or "carrying" any "margin stock" within
the respective meanings of each of the quoted terms under Regulation U as now
and from time to time hereafter in effect.

4.10. No Default.  Neither the Borrower nor any of its Significant
Subsidiaries is in default under or with respect to any of its Contractual
Obligations in any respect that would reasonably be expected to have a
Material Adverse Effect and no Default or Event of Default has occurred and
is continuing.  The execution, delivery and performance of the Loan Documents
do not contravene any provision of the Indenture.

4.11. Environmental Matters.  The Borrower and its Significant Subsidiaries
do not have liabilities under Environmental Laws or relating to Materials of
Environmental Concern that have not been disclosed in public filings with the
Securities and Exchange Commission as of the Closing Date that would
reasonably be expected to have a Material Adverse Effect.

SECTION 5.                            CONDITIONS PRECEDENT
5.1.  Conditions of Effectiveness.  The effectiveness of this Agreement is
subject to the satisfaction of the following conditions precedent on or prior
to March 17, 2009:

(a)   Execution of Agreement.  (i)  This Agreement shall have been executed
and delivered by a duly authorized officer of each of the Borrower and the
Administrative Agent and


Page 29


(ii) the Administrative Agent shall have received an
executed counterpart hereof (or a copy thereof by facsimile transmission)
from each Lender listed on Schedule 1.1.

(b)   Closing Certificate.  The Administrative Agent shall have received a
certificate of the Borrower, dated as of such effective date, substantially
in the form of Exhibit C, executed by any Responsible Officer and the
Secretary or any Assistant Secretary of the Borrower, and attaching the
documents referred to in Sections 5.1(c), (d) and (e).

(c)   Corporate Proceedings.  The Administrative Agent shall have received a
copy of the resolutions, in form and substance satisfactory to the
Administrative Agent, of the Board of Directors of the Borrower (or a duly
authorized committee thereof) authorizing (i) the execution, delivery and
performance of this Agreement and the other Loan Documents and (ii) the
borrowings contemplated hereunder.

(d)   Corporate Documents.  The Administrative Agent shall have received a
copy of the articles of incorporation and by-laws of the Borrower.

(e)   Regulatory Approvals.  The Administrative Agent shall have received
copies of any required orders of the California Public Utilities Commission
approving the Borrower's execution, delivery and performance of this
Agreement and the other Loan Documents and the borrowings hereunder.

(f)   Legal Opinions.  The Administrative Agent shall have received the
following executed legal opinions, with a copy for each Lender:

(i)   the executed legal opinion of Barbara E. Mathews, Vice President,
      Associate General Counsel, Chief Governance Officer and Corporate
      Secretary to the Borrower, substantially in the form of Exhibit D-1; and

(ii)  the executed legal opinion of Simpson Thacher and Bartlett LLP, special
      New York counsel to the Administrative Agent, substantially in the form
      of Exhibit D-2.

(g)   Approvals.  All governmental and third party approvals necessary in
connection with this Agreement and the other Loan Documents and the
transactions contemplated hereby and thereby shall have been obtained and be
in full force and effect.

5.2.  Conditions to Each Extension of Credit.  The agreement of each Lender
to make any Loan (including the agreement of the Swingline Lender to make any
Swingline Loan) requested to be made by it on any date (including, without
limitation, its initial Loan) is subject to the satisfaction of the following
conditions precedent:

(a)   Representations and Warranties.  Each of the representations and
warranties made by the Borrower in or pursuant to the Loan Documents shall be
true and correct in all material respects on and as of such date as if made
on and as of such date, except (i) any representations and warranties which
are explicitly stated as having been made as of a specific date, which
representations and warranties shall be true and correct in all material
respects on and as of such specific date and (ii) the representations and
warranties set forth in Sections 4.2


Page 30


and 4.7 shall not be required to be
restated on any date (including, for the avoidance of doubt, any Borrowing
Date) after the Closing Date.

(b)   No Default.  No Default or Event of Default shall have occurred and be
continuing on such date or after giving effect to the Loans and Swingline
Loans requested to be made on such date.

Each borrowing by the Borrower hereunder shall constitute a representation
and warranty by the Borrower as of the date thereof that the conditions
contained in this Section 5.2 have been satisfied.

SECTION 6.                                 COVENANTS
            The Borrower hereby agrees that, so long as the Commitments
remain in effect or any amount is owing to any Lender or the Administrative
Agent hereunder or under any other Loan Document:

6.1.  Financial Statements; Certificates.  The Borrower shall furnish to the
Administrative Agent, who shall forward to each Lender:

(a)   as soon as practicable, but in any event within 120 days after the end
      of each fiscal year of the Borrower, a copy of the consolidated balance
      sheet of the Borrower and its consolidated Subsidiaries as at the end
      of such year and the related consolidated statements of income,
      retained earnings and cash flows for such year, setting forth in each
      case in comparative form the figures for the previous year, reported on
      without a qualification arising out of the scope of the audit, by
      PricewaterhouseCoopers LLP or other independent certified public
      accountants of nationally recognized standing;

(b)   as soon as practicable, but in any event not later than 90 days after
      the end of each of the first three quarterly periods of each fiscal
      year of the Borrower, the unaudited consolidated balance sheet of the
      Borrower and its consolidated Subsidiaries as at the end of such
      quarter and the related unaudited consolidated statements of income and
      retained earnings and of cash flows of the Borrower and its
      consolidated Subsidiaries for such quarter and the portion of the
      fiscal year through the end of such quarter, setting forth in each case
      in comparative form the figures for the previous year certified by a
      Responsible Officer as being fairly stated in all material respects
      (subject to normal year-end audit adjustments);

(c)   within fourteen days after the same are sent, copies of all financial
      statements and reports which the Borrower sends to its stockholders
      generally, and within three days after the same are filed, notice by
      electronic mail of the filing of any financial statements and reports
      which the Borrower may make to, or file with, the Securities and
      Exchange Commission or any successor or analogous Governmental
      Authority;

(d)   promptly, such additional financial and other information as the
      Administrative Agent or any Lender through the Administrative Agent may
      from time to time reasonably request; and


Page 31


(e)   concurrently with the delivery of any quarterly or annual financial
      statements pursuant to this Section 6.1, a certificate of a Responsible
      Officer (i) stating that, to the best of each such Responsible
      Officer's knowledge, the Borrower during such period has observed or
      performed all of its covenants and other agreements in this Agreement
      and the other Loan Documents to be observed or performed by it, and
      that such Responsible Officer has obtained no knowledge of any Default
      or Event of Default except as specified in such certificate and (ii)
      containing all information and calculations necessary for determining
      compliance by the Borrower with the provisions of Section 6.8 of this
      Agreement as of the last day of the fiscal quarter or fiscal year of
      the Borrower, as the case may be.

All such financial statements in (a) and (b) shall be complete and correct in
all material respects and shall be prepared in reasonable detail and in
accordance with GAAP applied consistently throughout the periods reflected
therein and with prior periods (except as approved by such accountants or
officer, as the case may be, and disclosed therein).

            Documents  required to be delivered pursuant to paragraph (a), (b)
or (c) of this Section 6.1 (to the extent any such  documents  are included in
materials otherwise filed with the SEC) may be delivered  electronically,  and
if so  delivered,  shall be deemed to have been  delivered  on the date (i) on
which the  Borrower  posts such  documents,  or provides a link thereto on the
Borrower's  website  on the  Internet;  or (ii) on which  such  documents  are
posted on the Borrower's  behalf on an Internet or intranet  website,  if any,
to which each  Lender and the  Administrative  Agent  have  access  (whether a
commercial,  third-party  website or whether  sponsored by the  Administrative
Agent);  provided  that:  (i) the Borrower  shall deliver paper copies of such
documents  to  the  Administrative  Agent  or any  Lender  that  requests  the
Borrower  to  deliver  such  paper  copies  until a written  request  to cease
delivering  paper copies is given by the  Administrative  Agent or such Lender
and (ii) the Borrower  shall notify the  Administrative  Agent and each Lender
(by  facsimile  transmission  or  electronic  mail) of the posting of any such
documents  and  provide  to  the  Administrative   Agent  by  electronic  mail
electronic  versions (i.e.,  soft copies) of such  documents.  Notwithstanding
anything  contained  herein,  in every instance the Borrower shall be required
to provide paper copies of the  certificates  signed by a Responsible  Officer
required by  paragraph  (e) of this Section 6.1 to the  Administrative  Agent.
Except  for  such  certificates,   the  Administrative  Agent  shall  have  no
obligation  to request the  delivery or to  maintain  copies of the  documents
referred to above,  and in any event shall have no  responsibility  to monitor
compliance  by the  Borrower  with any such  request  for  delivery,  and each
Lender  shall  be  solely  responsible  for  requesting   delivery  to  it  or
maintaining its copies of such documents.

            The  Borrower  hereby  acknowledges  that  (a) the  Administrative
Agent  will  make  available  to  the  Lenders  materials  and/or  information
provided by or on behalf of the Borrower hereunder  (collectively,  "Borrower
Materials")  by  posting  the  Borrower  Materials  on  IntraLinks  or another
similar  electronic  system  (the  "Platform")  and (b) certain of the Lenders
(each,  a  "Public  Lender")  may have  personnel  who do not wish to  receive
material   non-public   information  with  respect  to  the  Borrower  or  its
Affiliates,  or the respective securities of any of the foregoing, and who may
be engaged in investment and other  market-related  activities with respect to
such  Persons'  securities.  The Borrower  hereby agrees that (w) all Borrower
Materials  that are to be made  available to Public  Lenders  shall be clearly
and  conspicuously  marked "PUBLIC"  which, at a minimum,  shall mean that the
word  "PUBLIC"  shall appear  prominently


Page 32


on the first page  thereof;  (x) by
marking  Borrower  Materials  "PUBLIC,"  the Borrower  shall be deemed to have
authorized  the  Administrative  Agent and the Lenders to treat such  Borrower
Materials as not containing any material  non-public  information with respect
to the Borrower or its  securities  for purposes of United States  federal and
state  securities  laws (provided,  however,  that to the extent such Borrower
Materials constitute  Confidential  Information,  they shall be treated as set
forth in  Section  9.14);  (y) all  Borrower  Materials  marked  "PUBLIC"  are
permitted to be made  available  through a portion of the Platform  designated
"Public Side Information;" and (z) the  Administrative  Agent and the Arranger
shall be  entitled  to  treat  any  Borrower  Materials  that  are not  marked
"PUBLIC" as being  suitable only for posting on a portion of the Platform that
is not designated "Public Side Information".

6.2.  Compliance; Maintenance of Existence.  The Borrower will, and will
cause each of its Significant Subsidiaries to (a) comply with all
Requirements of Law and material Contractual Obligations except to the extent
that failure to comply therewith would not materially and adversely affect
the ability of the Borrower to perform its obligations hereunder; and (b)(i)
preserve, renew and keep in full force and effect its organizational
existence and (ii) take all reasonable action to maintain all rights,
privileges and franchises necessary or desirable in the normal conduct of its
business, except in the case of clauses (i) and (ii) above, as permitted by
Section 6.5 and except, in the case of clause (ii) above, to the extent that
failure to do so would not reasonably be expected to have a Material Adverse
Effect.

6.3.  Inspection of Property; Books and Records; Discussions.  The Borrower
will, and will cause each of its Significant Subsidiaries to, (a) keep proper
books of records and account in which full, true and correct entries in
conformity with GAAP and all Requirements of Law shall be made of all
dealings and transactions in relation to its business and activities and (b)
permit representatives of any Lender (not more frequently than once per year
if no Default or Event of Default exists) upon reasonable notice to the
Borrower to visit and inspect its properties and request and obtain copies of
its financial records and to discuss the business, operations, properties and
financial and other condition of the Borrower and its Significant
Subsidiaries with officers of the Borrower and such Significant Subsidiaries
and with their independent certified public accountants.

6.4.  Notices.  The Borrower shall promptly give notice to the Administrative
Agent, and the Administrative Agent shall in turn give notice to each Lender,
of:

(a)   the occurrence of any Default or Event of Default;

(b)   any downgrade in the senior unsecured debt ratings of the Borrower
issued by S and P or Moody's; and

(c)   any litigation or proceeding or, to the knowledge of the Borrower,
investigation that relates to any Loan Document.

            Each notice pursuant to clause (a) shall be accompanied by a
statement of a Responsible Officer setting forth details of the occurrence
referred to therein and stating what action the Borrower proposes to take
with respect thereto.


Page 33


6.5.  Limitation on Fundamental Changes.  The Borrower will not enter into
any merger, consolidation or amalgamation, or liquidate, wind up or dissolve
itself (or suffer any liquidation or dissolution), or convey, sell, lease,
assign, transfer or otherwise dispose of, all or substantially all of its
property, business or assets, except that:

(a)   the Borrower may be merged or consolidated with another Person so long
as the Borrower is the continuing or surviving corporation and after giving
effect to such merger or consolidation, no Default or Event of Default shall
have occurred or be continuing; and

(b)   the Borrower may be merged or consolidated with, or sell all or
substantially all of its property, business and assets to, another Person so
long as, if the Borrower is not the continuing or surviving corporation, (i)
the senior unsecured debt rating of the survivor or purchaser shall be at
least BBB- by S and P and at least Baa3 by Moody's, (ii) the survivor or
purchaser shall assume the Borrower's obligations hereunder in accordance
with documentation reasonably acceptable to the Administrative Agent and
(iii) after giving effect to such merger, consolidation or sale, no Default
or Event of Default shall have occurred or be continuing.

6.6.  Disposition of Property.  The Borrower shall not, nor shall it permit
any of its Subsidiaries to, dispose of a substantial portion of its property,
whether now owned or hereafter acquired (except (i) dispositions of inventory
in the ordinary course of business, (ii) disposition of obsolete or worn out
property in the ordinary course of business and (iii) dispositions of assets
having a value, in the aggregate for all such dispositions from and after the
Closing Date, not exceeding 25% of the book value of the consolidated assets
of the Borrower and its Subsidiaries as reflected on the financial statements
most recently furnished by the Borrower to the Administrative Agent pursuant
to Section 6.1(a) or (b) prior to such disposition; provided, that if no
financial statements have been provided pursuant to Section 6.1(a) or (b)
since the Closing Date, as reflected on the most recent financial statements
referred to in Section 4.1).

6.7.  Consolidated Capitalization Ratio.  The Borrower shall not permit the
Consolidated Capitalization Ratio on the last day of any fiscal quarter to
exceed 0.65 to 1.0.

6.8.  Limitation on Liens.  The Borrower shall not, nor shall it permit any
of its Significant Subsidiaries to, create, incur, assume or suffer to exist
any Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, except for Liens not prohibited by the Indenture.

SECTION 7.                             EVENTS OF DEFAULT
            If any of the following events shall occur and be continuing:

(a)   The Borrower shall fail to pay any principal of any Loan or Swingline
      Loan when due in accordance with the terms hereof, or to pay any
      interest on any Loan or Swingline Loan, or any other amount payable
      hereunder, within 5 Business Days after any such amount becomes due in
      accordance with the terms hereof;

(b)   Any representation or warranty made to the Administrative Agent or any
      Lender in connection with the execution and delivery of this Agreement
      or any other


Page 34


      Loan Document or the making of Loans and the Swingline
      Loans hereunder proves to have been incorrect in any material respect
      when made;

(c)   The Borrower shall default in the performance of (i) any agreement
      contained in Section 6.5 or 6.8 of this Agreement or (ii) any other
      term, covenant, or provision contained in this Agreement or any other
      Loan Document (other than as provided in paragraphs (a) and (b) of this
      Section) and, in the case of any default under this clause (ii), such
      default shall continue unremedied for 30 days after the Administrative
      Agent shall have given notice thereof to the Borrower;

(d)   The Borrower or any of its Significant Subsidiaries shall (a) apply for
      or consent to the appointment of, or the taking of possession by, a
      receiver, custodian, trustee, or liquidator of itself or of all or a
      substantial part of its property, (b) admit in writing its inability,
      or be generally unable, to pay its debts as such debts become due,
      (c) make a general assignment for the benefit of its creditors,
      (d) commence a voluntary case under the federal bankruptcy laws (as now
      or hereafter in effect), (e) file a petition seeking to take advantage
      of any other law relating to bankruptcy, insolvency, reorganization,
      winding-up, or composition or readjustment of debts, (f) fail to
      controvert in a timely and appropriate manner, or acquiesce in writing
      to, any petition filed against the Borrower or any of its Significant
      Subsidiaries in an involuntary case under such federal laws, or
      (g) take any corporate action for the purpose of affecting any of the
      foregoing;

(e)   A case or other proceeding shall be commenced (including commencement
      of such case or proceeding by way of service of process on the Borrower
      or any of its Significant Subsidiaries), in any court of competent
      jurisdiction, seeking (a) the liquidation, reorganization, dissolution
      or winding-up, or the composition or readjustment of debts of the
      Borrower or any of its Significant Subsidiaries, (b) the appointment of
      a trustee, receiver, custodian, liquidator, or the like of the Borrower
      or any of its Significant Subsidiaries or of all or any substantial
      part of the assets of the Borrower or such Significant Subsidiary,
      (c) similar relief in respect of the Borrower or any of its Significant
      Subsidiaries under any law relating to bankruptcy, insolvency,
      reorganization, winding up, or composition or readjustment of debts, or
      a warrant of attachment, execution, or similar process shall be issued
      against a substantial part of the property of the Borrower or any of
      its Significant Subsidiaries and such case, proceeding, warrant, or
      process shall continue undismissed or unstayed and in effect for a
      period of 45 days, or an order, judgment, or decree approving or
      ordering any of the foregoing shall be entered in an involuntary case
      under such federal bankruptcy laws;

(f)   A trustee shall be appointed to administer any Plan under Section 4042
      of ERISA, or the PBGC shall institute proceedings to terminate, or to
      have a trustee appointed to administer any Plan and such proceedings
      shall continue undismissed or unstayed and in effect for a period of 30
      days, and any such event shall result in any liability which would
      reasonably be expected to result in a Material Adverse Effect;

(g)   The Borrower or any of its Significant Subsidiaries shall (i) default
      in any payment of principal or interest on any Indebtedness in an
      aggregate amount in excess of


Page 35


      $100,000,000 or in the payment of any
      guarantee thereof beyond the period of grace, if any, provided in the
      instrument or agreement under which such indebtedness or guarantee
      thereof was created; or (ii) default beyond any applicable grace period
      in the observance or performance of any other agreement or condition
      relating to any such Indebtedness or guarantee thereof or contained in
      any instrument or agreement evidencing, securing or relating thereto,
      or any other event shall occur or condition exist, the effect of which
      default or other event or condition is to cause, or to permit the
      holder or holders of such Indebtedness to cause, with the giving of
      notice if required, such Indebtedness to become due prior to its stated
      maturity; provided, however, that if such default shall be cured by the
      Borrower or such Significant Subsidiary or waived by the holders of
      such Indebtedness and any acceleration of maturity having resulted from
      such default shall be rescinded or annulled, in each case in accordance
      with the terms of such agreement or instrument, without any
      modification of the terms of such Indebtedness requiring the Borrower
      or such Significant Subsidiary to furnish additional or other security
      therefor reducing the average life to maturity thereof or increasing
      the principal amount thereof, or any agreement by the Borrower or such
      Significant Subsidiary to furnish additional or other security therefor
      or to issue in lieu thereof Indebtedness secured by additional or other
      collateral or with a shorter average life to maturity or in a greater
      principal amount, then any default hereunder by reason thereof shall be
      deemed likewise to have been thereupon cured or waived unless payment
      of the Loans and, if applicable, Swingline Loans hereunder has been
      accelerated prior to such cure or waiver; or

(h)   There shall have been entered by a court of competent jurisdiction
      within the United States and shall not have been vacated, discharged or
      stayed within sixty (60) days from the entry thereof (or such longer
      period as may be provided by law) one or more final judgments or final
      decrees for payment of money against the Borrower or any of its
      Significant Subsidiaries involving in the aggregate a liability (to the
      extent not paid or covered by insurance) in excess of $100,000,000;

then, and in any such event, (A) if such event is an Event of Default
specified in paragraph (d) or (e) of this Section with respect to the
Borrower, automatically the Commitments shall immediately terminate and the
Loans and Swingline Loans hereunder (with accrued interest thereon) and all
other amounts owing under this Agreement and the other Loan Documents shall
immediately become due and payable, and (B) if such event is any other Event
of Default, either or both of the following actions may be taken:  (i) if
requested by Lenders having more than 66?% in aggregate amount of the
Commitments, the Administrative Agent shall, by notice to the Borrower
declare the Commitments to be terminated forthwith, whereupon the Commitments
shall immediately terminate; and (ii) if requested by Lenders having more
than 66?% in aggregate amount of the Commitments (or, if the Commitments have
been terminated, by Lenders having more than 66?% of the Total Exposures),
the Administrative Agent shall, by notice to the Borrower, declare the Loans
and Swingline Loans hereunder (with accrued interest thereon) and all other
amounts owing under this Agreement and the other Loan Documents to be due and
payable forthwith, whereupon the same shall immediately become due and
payable.  Except as expressly provided above in this Section, presentment,
demand, protest and all other notices of any kind are hereby expressly waived.

SECTION 8.                          THE ADMINISTRATIVE AGENT


Page 36


8.1.  Appointment and Authority.  Each of the Lenders hereby irrevocably
appoints Bank of America to act on its behalf as the Administrative Agent
hereunder and under the other Loan Documents and authorizes the
Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental
thereto.  The provisions of this Article are solely for the benefit of the
Administrative Agent and the Lenders, and the Borrower shall not have rights
as a third party beneficiary of any of such provisions.

8.2.  Rights as a Lender.  The Person serving as the Administrative Agent
hereunder shall have the same rights and powers in its capacity as a Lender
as any other Lender and may exercise the same as though it were not the
Administrative Agent and the term "Lender", "Lenders" and "Swingline Lender"
shall, unless otherwise expressly indicated or unless the context otherwise
requires, include the Person serving as the Administrative Agent hereunder in
its individual capacity.  Such Person and its Affiliates may accept deposits
from, lend money to, act as the financial advisor or in any other advisory
capacity for and generally engage in any kind of business with the Borrower
or any Subsidiary or other Affiliate thereof as if such Person were not the
Administrative Agent hereunder and without any duty to account therefor to
the Lenders.

8.3.  Exculpatory Provisions.  The Administrative Agent shall not have any
duties or obligations except those expressly set forth herein and in the
other Loan Documents.  Without limiting the generality of the foregoing, the
Administrative Agent:

(a)   shall not be subject to any fiduciary or other implied duties,
      regardless of whether a Default or Event of Default has occurred and is
      continuing;

(b)   shall not have any duty to take any discretionary action or exercise
      any discretionary powers, except discretionary rights and powers
      expressly contemplated hereby or by the other Loan Documents that the
      Administrative Agent is required to exercise as directed in writing by
      the Required Lenders (or such other number or percentage of the Lenders
      as shall be expressly provided for herein or in the other Loan
      Documents), provided that the Administrative Agent shall not be
      required to take any action that, in its opinion or the opinion of its
      counsel, may expose the Administrative Agent to liability or that is
      contrary to any Loan Document or applicable law; and

(c)   shall not, except as expressly set forth herein and in the other Loan
      Documents, have any duty to disclose, and shall not be liable for the
      failure to disclose, any information relating to the Borrower or any of
      its Affiliates that is communicated to or obtained by the Person
      serving as the Administrative Agent or any of its Affiliates in any
      capacity.

            The Administrative  Agent shall not be liable for any action taken
or not taken by it (i) with the  consent  or at the  request  of the  Required
Lenders  (or such  other  number  or  percentage  of the  Lenders  as shall be
necessary,  or as the  Administrative  Agent shall believe in good faith shall
be necessary,  under the  circumstances  as provided in Sections 7 and 9.1) or
(ii) in the absence of its own gross negligence or willful misconduct.


Page 37


            The Administrative  Agent shall not be responsible for or have any
duty  to   ascertain  or  inquire   into  (i)  any   statement,   warranty  or
representation  made in or in connection with this Agreement or any other Loan
Document,  (ii) the  contents  of any  certificate,  report or other  document
delivered  hereunder or  thereunder  or in  connection  herewith or therewith,
(iii) the  performance  or observance of any of the  covenants,  agreements or
other terms or  conditions  set forth herein or therein or the  occurrence  of
any Default, (iv) the validity,  enforceability,  effectiveness or genuineness
of this Agreement, any other Loan Document or any other agreement,  instrument
or document or (v) the  satisfaction  of any  condition set forth in Section 5
or  elsewhere  herein,  other  than to  confirm  receipt  of  items  expressly
required to be delivered to the Administrative Agent.

8.4.  Reliance by Administrative Agent.  The Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon,
any notice, request, certificate, consent, statement, instrument, document or
other writing (including any electronic message, Internet or intranet website
posting or other distribution) believed by it to be genuine and to have been
signed, sent or otherwise authenticated by the proper Person.  As between the
Administrative Agent and the Lenders, Administrative Agent also may rely upon
any statement made to it orally or by telephone and believed by it to have
been made by the proper Person, and shall not incur any liability for relying
thereon.  In determining compliance with any condition hereunder to the
making of a Loan that by its terms must be fulfilled to the satisfaction of a
Lender, the Administrative Agent may presume that such condition is
satisfactory to such Lender unless the Administrative Agent shall have
received notice to the contrary from such Lender prior to the making of such
Loan.  The Administrative Agent may consult with legal counsel (who may be
counsel for the Borrower), independent accountants and other experts selected
by it, and shall not be liable to the Lenders for any action taken or not
taken by it in accordance with the advice of any such counsel, accountants or
experts.

8.5.  Delegation of Duties.  The Administrative Agent may perform any and all
of its duties and exercise its rights and powers hereunder or under any other
Loan Document by or through any one or more sub agents appointed by the
Administrative Agent.  The Administrative Agent and any such sub agent may
perform any and all of its duties and exercise its rights and powers by or
through their respective Affiliates, partners, directors, officers,
employees, agents, trustees and advisors.  The exculpatory provisions of this
Article shall apply to any such sub agent and to the Affiliates, partners,
directors, officers, employees, agents, trustees and advisors of the
Administrative Agent and any such sub agent, and shall apply to their
respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

8.6.  Resignation of Administrative Agent.  The Administrative Agent may at
any time, upon 15 days' prior written notice to the Lenders and the Borrower,
resign as Administrative Agent.  Upon receipt of any such notice of
resignation, the Required Lenders shall have the right, in consultation with
the Borrower, to appoint a successor, which shall be a bank with an office in
the United States, or an Affiliate of any such bank with an office in the
United States.  If no such successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may on behalf of the Lenders appoint a
successor Administrative Agent meeting the qualifications set forth above;


Page 38


provided that if the Administrative Agent shall notify the Borrower and the
Lenders that no qualifying Person has accepted such appointment, then such
resignation shall nonetheless become effective in accordance with such notice
and (1) the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder and under the other Loan Documents and (2) all
payments, communications and determinations provided to be made by, to or
through the Administrative Agent shall instead be made by or to each Lender
directly, until such time as the Required Lenders appoint a successor
Administrative Agent as provided for above in this Section.  For the
avoidance of doubt, the resignation of the Administrative Agent shall not
relieve the Lenders of the obligation to make Loans hereunder.  Upon the
acceptance of a successor's appointment as Administrative Agent hereunder,
such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring Administrative Agent, and the
retiring Administrative Agent shall be discharged from all of its duties and
obligations hereunder or under the other Loan Documents (if not already
discharged therefrom as provided above in this Section).  The fees payable by
the Borrower to a successor Administrative Agent shall be the same as those
payable to its predecessor unless otherwise agreed between the Borrower and
such successor.  After the retiring Administrative Agent's resignation
hereunder and under the other Loan Documents, the provisions of this Article
and Sections 9.5 and 9.13(e) shall continue in effect for the benefit of such
retiring Administrative Agent, its sub agents and their respective
Affiliates, partners, directors, officers, employees, agents, trustees and
advisors in respect of any actions taken or omitted to be taken by any of
them while the retiring Administrative Agent was acting as Administrative
Agent.

8.7.  Non-Reliance on Administrative Agent and Other Lenders.  Each Lender
acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender or any of their respective
Affiliates, partners, directors, officers, employees, agents, trustees and
advisors and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement.  Each Lender also acknowledges that it will, independently and
without reliance upon the Administrative Agent or any other Lender or any of
their respective Affiliates, partners, directors, officers, employees,
agents, trustees and advisors, and based on such documents and information as
it shall from time to time deem appropriate, continue to make its own
decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.

8.8.  No Other Duties, etc.  Anything herein to the contrary notwithstanding,
none of the Syndication Agent nor the Co-Documentation Agents listed on the
cover page hereof shall have any powers, duties or responsibilities under
this Agreement or any of the other Loan Documents, except in its capacity, as
applicable, as the Administrative Agent or a Lender hereunder.

8.9.  Indemnification.  The Lenders agree to indemnify each Agent in its
capacity as the Administrative Agent or the Syndication Agent or a
Co-Documentation Agent, as the case may be (to the extent not reimbursed by
the Borrower and without limiting the obligation of the Borrower to do so),
ratably according to their respective Percentages in effect on the date on
which indemnification is sought under this Section (or, if indemnification is
sought after the date upon which the Commitments shall have terminated, the
Loans and Swingline Loans shall have been paid in full, ratably in accordance
with such Percentages


Page 39


immediately prior to such date), from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind whatsoever
that may at any time (whether before or after the payment of the Loans and
Swingline Loans) be imposed on, incurred by or asserted against such Agent in
any way relating to or arising out of, the Commitments, this Agreement, any
of the other Loan Documents or any documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby or any
action taken or omitted by such Agent under or in connection with any of the
foregoing; provided that no Lender shall be liable for the payment of any
portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements that are found by
a final and nonappealable decision of a court of competent jurisdiction to
have resulted from such Agent's gross negligence or willful misconduct.  The
agreements in this Section shall survive the payment of the Loans and all
other amounts payable hereunder.

8.10. No Advisory or Fiduciary Responsibility.  In connection with all
aspects of each transaction contemplated hereby (including in connection with
any amendment, waiver or other modification hereof or of any other Loan
Document), the Borrower acknowledges and agrees that: (i) (A) the arranging
and other services regarding this Agreement provided by the Administrative
Agent and its Affiliates are arm's-length commercial transactions between the
Borrower and its Affiliates, on the one hand, and the Administrative Agent
and its Affiliates, on the other hand, (B) the Borrower has consulted its own
legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate, and (C) the Borrower is capable of evaluating, and understands
and accepts, the terms, risks and conditions of the transactions contemplated
hereby and by the other Loan Documents; (ii) (A) the Administrative and its
Affiliates each is and has been acting solely as a principal and, except as
expressly agreed in writing by the relevant parties, has not been, is not,
and will not be acting as an advisor, agent or fiduciary for the Borrower or
any of its Affiliates, or any other Person and (B) neither the Administrative
Agent nor its Affiliates has any obligation to the Borrower or any of its
Affiliates with respect to the transactions contemplated hereby except those
obligations expressly set forth herein and in the other Loan Documents; and
(iii) the Administrative Agent and its Affiliates may be engaged in a broad
range of transactions that involve interests that differ from those of the
Borrower and its Affiliates, and neither the Administrative Agent nor its
Affiliates has any obligation to disclose any of such interests to the
Borrower or its Affiliates.  To the fullest extent permitted by law, the
Borrower hereby waives and releases any claims that it may have against the
Administrative Agent and its Affiliates with respect to any breach or alleged
breach of agency or fiduciary duty in connection with any aspect of any
transaction contemplated hereby.

8.11. Notice of Default.  The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Administrative Agent has received notice from a Lender
or the Borrower referring to this Agreement, describing such Default or Event
of Default and stating that such notice is a "notice of default".  In the
event that the Administrative Agent receives such a notice, the
Administrative Agent shall give notice thereof to the Lenders.  The
Administrative Agent shall take such action with respect to such Default or
Event of Default as shall be reasonably directed by the Required Lenders, or,
in the case of the declaration of termination of Commitments or acceleration
of amounts owing under this Agreement and the other Loan Documents pursuant
to Section 7, by Lenders having more than 66?% in aggregate amount of the
Commitments (or, if the


Page 40


Commitments have been terminated, by Lenders having
more than 66?% of the Total Exposures); provided that unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it
shall deem advisable in the best interests of the Lenders.



SECTION 9.                               MISCELLANEOUS

9.1.  Amendments and Waivers.  The Required Lenders may, or, with the written
consent of the Required Lenders, the Administrative Agent may, from time to
time, enter into with the Borrower written amendments, supplements,
modifications or waivers hereto and to the other Loan Documents; provided,
however, that no such waiver and no such amendment, supplement or
modification shall (i) (A) reduce the amount or extend the scheduled date of
maturity of any Loan or Swingline Loan, (B) alter the pro rata payment
sharing requirements of the first sentence of Section 2.11(a), (C) reduce the
stated rate of any interest or fee payable hereunder or extend the scheduled
date of any payment thereof or (D) increase the amount or extend the
termination date of any Lender's Commitment, in each case without the consent
of each Lender affected thereby, or (ii) amend, modify or waive any provision
of this Section or reduce the percentage specified in the definition of
Required Lenders, in each case without the written consent of all the Lenders
or (iii) amend, modify or waive any provision of Section 8 without the
written consent of the then Administrative Agent or (iv) amend, modify or
waive any provision affecting the rights or duties of the Swingline Lender
without the written consent of the Swingline Lender.  No amendment or waiver
of any provision of this Agreement or any other Loan Document, and no consent
to any departure by the Borrower therefrom, shall be effective unless in
writing signed by the Required Lenders (or all or affected Lenders as
provided in the preceding sentence) and the Borrower, as the case may be.

9.2.  Notices.  All notices, requests and demands to or upon the respective
parties hereto to be effective shall be in writing (including by facsimile
transmission), and, unless otherwise expressly provided herein, shall be
deemed to have been duly given or made when delivered, addressed as follows
in the case of the Borrower and the Administrative Agent, and as set forth in
Schedule 1.1 in the case of the other parties hereto, or to such other
address as may be hereafter notified by the respective parties hereto:

      The Borrower:                 Southern California Edison Company
                                    2244 Walnut Grove Avenue
                                    Rosemead, California 91770
                                    Attention:  Manager of Cash Management
                                    Fax:  (626) 302-1472

      The Administrative Agent:     Bank of America, N.A.
                                    901 Main Street
                                    Dallas, TX 75202-3714
                                    Attention: Jared L. McClure
                                    Fax: (214) 290-9413


Page 41


      The Swingline Lender          Bank of America, N.A.
                                    901 Main Street
                                    Dallas, TX 75202-3714
                                    Attention: Jared L. McClure
                                    Fax: (214) 290-9413


provided that any notice, request or demand to or upon the Administrative
Agent or the Lenders pursuant to Section 2.1, 2.2, 2.5, 2.6, 2.10, or 2.13
shall not be effective until received.

9.3.  No Waiver; Cumulative Remedies.  No failure to exercise and no delay in
exercising, on the part of the Administrative Agent or any Lender, any right,
remedy, power or privilege hereunder or under the other Loan Documents shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

            Notwithstanding  anything to the contrary  contained  herein or in
any other  Loan  Document,  the  authority  to  enforce  rights  and  remedies
hereunder  and under the other Loan  Documents  against the Borrower  shall be
vested  exclusively  in, and all actions and  proceedings at law in connection
with such enforcement  shall be instituted and maintained  exclusively by, the
Administrative  Agent in accordance  with Section 7 for the benefit of all the
Lenders;  provided,  however,  that the  foregoing  shall not prohibit (a) the
Administrative  Agent  from  exercising  on its  own  behalf  the  rights  and
remedies that inure to its benefit  (solely in its capacity as  Administrative
Agent)  hereunder  and under the other Loan  Documents,  (b) any  Lender  from
exercising  setoff rights in accordance  with Section  9.7(b)  (subject to the
terms of  Section  9.7(a));  (c) any  Lender  from  filing  proofs of claim or
appearing  and filing  pleadings  on its own behalf  during the  pendency of a
proceeding  relative to the Borrower under the  Bankruptcy  Code of the United
States and all other similar  debtor  relief Laws or (d) the Swingline  Lender
from  exercising the rights and remedies that inure to its benefit  (solely in
its  capacity  as  Swingline  Lender)  hereunder  and  under  the  other  Loan
Documents;  and  provided,  further,  that if at any time  there is no  Person
acting as  Administrative  Agent hereunder and under the other Loan Documents,
then (i) Lenders having more than 66?% in aggregate  amount of the Commitments
(or, if the Commitments  have been  terminated,  Lenders having more than 66?%
of the Total  Exposures)  shall  have the  rights  otherwise  ascribed  to the
Administrative  Agent  pursuant  to  Section  7 and  (ii) in  addition  to the
matters set forth in clauses (c) and (d) of the preceding  proviso and subject
to Section  9.7(a),  any Lender may, with the consent of the Required  Lenders
or, with respect to any  termination  or  acceleration  pursuant to Section 7,
Lenders having more than 66?% in aggregate  amount of the Commitments  (or, if
the Commitments have been terminated,  by Lenders having more than 66?% of the
Total  Exposures),  enforce  any rights and  remedies  available  to it and as
authorized  by the  Required  Lenders  or  Lenders  having  more  than 66?% in
aggregate  amount  of the  Commitments  (or,  if  the  Commitments  have  been
terminated,  by Lenders having more than 66?% of the Total Exposures),  as the
case may be.


Page 42


9.4.  Survival.  (a)  The agreements contained in Sections 2.13, 2.14, 2.15,
8.9 and 9.5 shall survive the termination of this Agreement and the payment
of the Loans and Swingline Loans and all other amounts payable hereunder.

(b)   All representations and warranties made hereunder, in the other Loan
Documents and in any document, certificate or statement delivered pursuant
hereto or in connection herewith or therewith shall survive the execution and
delivery of this Agreement and the making of the Loans hereunder.

9.5.  Payment of Expenses and Taxes.  (a)  The Borrower agrees (i) to pay or
reimburse the Administrative Agent for all reasonable out-of-pocket costs and
expenses incurred in connection with the development, preparation and
execution of, and any amendment, supplement or modification to, this
Agreement and the other Loan Documents including, without limitation, the
reasonable fees and expenses of counsel to the Agents in connection with this
Agreement and the other Loan Documents, (ii) to pay or reimburse each Lender
and the Administrative Agent for all its out-of-pocket costs and expenses
incurred in connection with the enforcement or preservation of any rights (x)
under this Agreement or the other Loan Documents including, without
limitation, the fees and disbursements of one joint counsel to the Lenders
and the Administrative Agent and (y) in connection with the Loans made
hereunder, including all such out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Loans, provided
that notwithstanding the foregoing, the Borrower agrees to pay or reimburse
the fees and disbursements of separate counsel to any Lender or the
Administrative Agent to the extent of any conflict of interest among the
Lenders or between the Lenders and the Administrative Agent, (iii) to pay,
indemnify, or reimburse each Lender and the Administrative Agent for, and
hold each Lender and the Administrative Agent harmless from, any and all
recording and filing fees and any and all liabilities with respect to, or
resulting from any delay in paying, stamp, excise and other taxes (other than
any net income or franchise taxes), if any, which may be payable or
determined to be payable in connection with the execution and delivery of, or
consummation or administration of any of the transactions contemplated by, or
any amendment, supplement or modification of, or any waiver or consent under
or in respect of, this Agreement, the other Loan Documents and any such other
documents and (iv) to pay, indemnify, and hold each Lender and the
Administrative Agent and their respective directors, officers, employees,
affiliates and agents (each, an "indemnified person") harmless from and
against any and all other liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements,
including fees, charges and disbursements of counsel, both incurred by
indemnified person and asserted against such indemnified person of any kind
or nature whatsoever, with respect to the execution, delivery, enforcement,
performance and administration of this Agreement and the other Loan
Documents; Loans as well as the use of proceeds of the Loans; any presence or
release of Hazardous Materials on or from any property owner or operated by
the Borrower or any of its Subsidiaries, or any Environmental Liability
related to the Borrower or its subsidiaries; and, any actual or prospective
claim, litigation, investigation or proceeding related to the foregoing
regardless of whether any indemnified person is a party thereto (all the
foregoing in this clause (iv), collectively, the "indemnified liabilities"),
provided, that the Borrower shall have no obligation hereunder to any
indemnified person with respect to indemnified liabilities that are
determined by a court of competent jurisdiction to have arisen from the gross
negligence or willful misconduct of an indemnified person, that result from a
claim brought by the Borrower against an indemnified person for a


Page 43


breach in
bad faith of such Person's obligations hereunder or under any other Loan
Document, from the breach by such indemnified person of its Contractual
Obligations to the Borrower or from negotiated settlements of pending or
threatened legal actions entered into by such indemnified person without the
Borrower's consent (unless such consent has been unreasonably withheld).  No
indemnified person referred to above shall be liable for any damages arising
from the unauthorized use by unintended recipients of any information or
other materials distributed to such recipients by such indemnified person
through electronic telecommunications or other information transmission
systems in connection with this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby other than for direct or actual
damages resulting from the gross negligence or willful misconduct of such
indemnified person as determined by a judgment of a court of competent
jurisdiction.

      (b)   To  the  extent  that  the   Borrower  for  any  reason  fails  to
indefeasibly  pay any amount  required under  paragraph (a) this Section to be
paid by it to the  Administrative  Agent  (or any  sub-agent  thereof)  or any
Affiliate,  partner, director, officer, employee, agent, trustee or advisor of
any  of  the  foregoing,   each  Lender   severally   agrees  to  pay  to  the
Administrative  Agent  (or any such  sub-agent)  or such  Affiliate,  partner,
director,  officer,  employee, agent, trustee and advisor, as the case may be,
such  Lender's  Percentage  (determined  as of the time  that  the  applicable
unreimbursed  expense or indemnity  payment is sought) of such unpaid  amount,
provided that the unreimbursed  expense or indemnified  loss,  claim,  damage,
liability or related expense,  as the case may be, was incurred by or asserted
against the  Administrative  Agent (or any such sub-agent) or the sub-agent in
its  capacity as such,  or against  any their  Affiliate,  partner,  director,
officer,  employee,  agent, trustee and advisor of any of the foregoing acting
for the  Administrative  Agent (or any such sub-agent) in connection with such
capacity.  The  obligations  of the Lenders to make payments  pursuant to this
paragraph  (b),  obligations  of the  Lenders  hereunder  to make  Loans,  are
several and not joint.

      (c)   All  amounts  due under this  Section  shall be payable  not later
than ten Business Days after the due date therefor.

9.6.  Transfer Provisions.  (a)  Successors and Assigns.  This Agreement
shall be binding upon and inure to the benefit of the Borrower, the Lenders,
the Administrative Agent and their respective successors and assigns, except
that the Borrower may not assign or transfer any of its rights or obligations
under this Agreement without the prior written consent of each Lender.

(b)   Participations.  Any Lender may, in the ordinary course of its
commercial lending business and in accordance with applicable law, at any
time sell to one or more banks or other entities ("Participants")
participating interests in any Loan owing to such Lender, any Commitment of
such Lender or any other interest of such Lender hereunder and under the
other Loan Documents.  In the event of any such sale by a Lender of a
participating interest to a Participant, such Lender's obligations under this
Agreement to the other parties to this Agreement shall remain unchanged, such
Lender shall remain solely responsible for the performance thereof, such
Lender shall remain the holder of any such Loan and interests for all
purposes under this Agreement and the other Loan Documents, and the Borrower
and the Administrative Agent shall continue to deal solely and directly with
such Lender in connection with such Lender's rights and obligations under
this Agreement and the other Loan Documents.


Page 44


The Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15
with respect to its participation in the Commitments and the Loans and
Swingline Loans outstanding from time to time as if such Participant were a
Lender; provided that, in the case of Section 2.14, such Participant shall
have complied with the requirements of said Section, and provided, further
that such Participant shall have complied with the provisions of Section
2.16, and provided, further, that no Participant shall be entitled to receive
any greater amount pursuant to any such Section than the transferor Lender
would have been entitled to receive in respect of the amount of the
participation transferred by such transferor Lender to such Participant had
no such transfer occurred.

(c)   Assignments.  Any Lender may, in the ordinary course of its commercial
lending business and in accordance with applicable law, at any time and from
time to time, assign to any Lender or any Affiliate thereof (provided that,
in the event of such assignment, the assigning Lender shall provide written
notice of assignment to the Administrative Agent and the Borrower; provided
further that, any liability of the Borrower to an assignee that is an
Affiliate of the Assigning Lender under Section 2.13 or 2.14 shall be limited
to the amount, if any, that would have been payable hereunder by the Borrower
in the absence of such assignment) or, with the consent of the Borrower, the
Administrative Agent and the Swingline Lender (which consent of the Borrower,
the Administrative Agent and the Swingline Lender shall not be unreasonably
withheld or delayed and which consent shall not be required from the Borrower
during the continuation of an Event of Default), to an additional bank or
financial institution (an "Assignee") all or any part of its rights and
obligations under this Agreement and the other Loan Documents pursuant to an
Assignment and Assumption, substantially in the form of Exhibit E (an
"Assignment and Assumption"), executed by such Assignee, such assigning
Lender, and (to the extent required by this paragraph) the Administrative
Agent and the Swingline Lender (and, in the case of an Assignee that is not
then a Lender or an Affiliate thereof, by the Borrower) and delivered to the
Administrative Agent for its acceptance and recording in the Register,
provided that, in the case of any such assignment to an additional bank or
financial institution, (i) the sum (without duplication) of the aggregate
principal amount of the Commitments and Exposure being assigned shall not be
less than $5,000,000 (or such lesser amount as may be agreed to by the
Borrower and the Administrative Agent); (ii) the sum (without duplication) of
the aggregate principal amount of the Commitments and Exposure retained by
the assigning Lender, if any, shall not be less than $5,000,000 (or such
lesser amount as may be agreed to by the Borrower and the Administrative
Agent; and (iii) each such assignment by a Lender shall be of a constant, and
not varying, percentage of all of its rights and obligations under this
Agreement and the other Loan Documents (provided this clause (iii) shall not
apply to the Swingline Lender's rights and obligations in respect of such
Swingline Loan).  Upon such execution, delivery, acceptance and recording,
from and after the effective date determined pursuant to such Assignment and
Assumption, (x) the Assignee thereunder shall be a party hereto and, to the
extent provided in such Assignment and Assumption, have the rights and
obligations of a Lender hereunder with a Commitment as set forth therein, and
(y) the assigning Lender thereunder shall, to the extent provided in such
Assignment and Assumption, be released from its obligations under this
Agreement (and, in the case of an Assignment and Assumption covering all or
the remaining portion of an assigning Lender's rights and obligations under
this Agreement, such assigning Lender shall cease to be a party hereto), but
shall retain its rights pursuant to Sections 2.13, 2.14, 2.15 and 9.5 in
respect of the period prior to such effective date.  Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does
not comply with this Section


Page 45


9.6(c) shall be treated for purposes of this
Agreement, at the election of the Borrower in its sole discretion as either
(A) null and void or (B) a sale by such Lender of a participation in such
rights and obligations in accordance with Section 9.6(b).

(d)   The Register.  The Administrative Agent, on behalf of the Borrower,
shall maintain at the address of the Administrative Agent referred to in
Section 9.2 a copy of each Assignment and Assumption delivered to it and a
register (the "Register") for the recordation of the names and addresses of
the Lenders and the Commitment of, and principal amounts of the Loans and
Swingline Loans owing to, each Lender from time to time.  The entries in the
Register shall be conclusive, in the absence of manifest error, and the
Borrower, the Administrative Agent and the Lenders may (and, in the case of
any Loan, Swingline Loan or other obligation hereunder not evidenced by a
Note, shall treat each Person whose name is recorded in the Register as the
owner of a Loan, Swingline Loan or other obligation hereunder for all
purposes of this Agreement and the other Loan Documents, notwithstanding any
notice to the contrary.  Any assignment of any Loan, Swingline Loans or other
obligation hereunder not evidenced by a Note shall be effective only upon
appropriate entries with respect thereto being made in the Register.  The
Register shall be available for inspection by the Borrower or any Lender at
any reasonable time and from time to time upon reasonable prior notice.

(e)   Recordation.  Upon its receipt of an Assignment and Assumption executed
by an assigning Lender and an Assignee, the Administrative Agent (and, in the
case of an Assignee that is not then a Lender or an Affiliate thereof, by the
Borrower) together with payment to the Administrative Agent of a registration
and processing fee of $3,500, the Administrative Agent shall (i) promptly
accept such Assignment and Assumption and (ii) on the effective date
determined pursuant thereto record the information contained therein in the
Register and give notice of such acceptance and recordation to the Lenders
and the Borrower.

(f)   Disclosure.  Subject to Section 9.14, the Borrower authorizes each
Lender to disclose to any Participant or Assignee (each, a "Transferee") and
any prospective Transferee, any and all financial information in such
Lender's possession concerning the Borrower and its Affiliates which has been
delivered to such Lender by or on behalf of the Borrower pursuant to this
Agreement or which has been delivered to such Lender by or on behalf of the
Borrower in connection with such Lender's credit evaluation of the Borrower
and its Affiliates prior to becoming a party to this Agreement.

(g)   Pledges.  For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this Section concerning assignments of
Loans, Swingline Loans and Notes relate only to absolute assignments and that
such provisions do not prohibit assignments creating security interests,
including, without limitation, any pledge or assignment by a Lender of any
Loan or Note to any Federal Reserve Bank in accordance with applicable law.

(h)   Resignation as Swingline Lender after Assignment.  Notwithstanding
anything to the contrary contained herein, if at any time Bank of America
assigns all of its Commitment and Loans pursuant to subsection (c) above,
Bank of America may, upon 15 days' notice to the Borrower, resign as
Swingline Lender.  In the event of any such resignation as Swingline Lender,
the Borrower shall be entitled to appoint from among the Lenders a successor
Swingline Lender hereunder; provided, however, that no failure by the
Borrower to appoint any


Page 46


such successor shall affect the resignation of Bank
of America as Swingline Lender.  If Bank of America resigns as Swingline
Lender, it shall retain all the rights of the Swingline Lender provided for
hereunder with respect to Swingline Loans made by it and outstanding as of
the effective date of such resignation, including the right to require the
Lenders to make Loans or fund risk participations in outstanding Swingline
Loans pursuant to Section 2.20.  Upon the appointment of a successor
Swingline Lender, such successor shall succeed to and become vested with all
of the rights, powers, privileges and duties of the retiring Swingline Lender.

9.7.  Adjustments; Set-Off.  (a)  Except to the extent that this Agreement
expressly provides for payments to be allocated to a particular Lender or
Lenders, if any Lender (a "benefited Lender") shall at any time receive any
payment of all or part of its Loans, or interest thereon, or participations
in Swingline Loans, or receive any collateral in respect thereof (whether
voluntarily or involuntarily, by set-off, pursuant to events or proceedings
of the nature referred to in Section 7(d) or (e), or otherwise), in a greater
proportion than any such payment to or collateral received by any other
Lender, if any, in respect of such other Lender's Loans, or interest thereon,
or participations in Swingline Loans, such benefited Lender shall purchase
for cash from the other Lenders a participating interest in such portion of
each such other Lender's Loans or participations in Swingline Loans, or shall
provide such other Lenders with the benefits of any such collateral, or the
proceeds thereof, as shall be necessary to cause such benefited Lender to
share the excess payment or benefits of such collateral or proceeds ratably
with each of the Lenders; provided, however, that if all or any portion of
such excess payment or benefits is thereafter recovered from such benefited
Lender, such purchase shall be rescinded, and the purchase price and benefits
returned, to the extent of such recovery, but without interest.
Notwithstanding the foregoing, no Lender shall exercise any right of set-off
against the Borrower in connection with this Agreement without the consent of
the Required Lenders.

(b)            In addition to any rights and remedies of the Lenders provided
by law, upon (i) the occurrence and during the continuance of any Event of
Default and (ii) the declaration by Lenders having more than 66?% in
aggregate amount of the Commitments (or, if the Commitments have been
terminated, by Lenders having more than 66?% of the Total Exposures) pursuant
to clause (ii) of Section 7 of the Loans and Swingline Loans hereunder (with
accrued interest thereon) and all other amounts owing under this Agreement
and the other Loan Documents to be due and payable, each Lender shall have
the right, without prior notice to the Borrower, any such notice being
expressly waived by the Borrower to the extent permitted by applicable law,
upon any amount becoming due and payable by the Borrower hereunder (whether
at the stated maturity, by acceleration or otherwise), to set off and
appropriate and apply against such amount any and all deposits (general or
special, time or demand, provisional or final), in any currency, and any
other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by such Lender or any branch or agency thereof to or for the
credit or the account of the Borrower.  Each Lender agrees promptly to notify
the Borrower and the Administrative Agent after any such setoff and
application made by such Lender, provided that the failure to give such
notice shall not affect the validity of such setoff and application.

9.8.  Counterparts.  This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts (including
by facsimile transmission), and all of said counterparts taken together shall
be deemed to constitute one and


Page 47


the same instrument.  A set of the copies of
this Agreement signed by all the parties shall be lodged with the Borrower
and the Administrative Agent.

9.9.  Severability.  Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

9.10. Integration.  This Agreement and the other Loan Documents represent the
agreement of the Borrower, the Administrative Agent and the Lenders with
respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or
any Lender relative to subject matter hereof not expressly set forth or
referred to herein or in the other Loan Documents.

9.11. GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

9.12. WAIVERS OF JURY TRIAL.  THE BORROWER, THE ADMINISTRATIVE AGENT AND THE
LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.  THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT.

9.13. Submission To Jurisdiction; Waivers.  The Borrower hereby irrevocably
and unconditionally:

(a)   submits for itself and its property in any legal action or proceeding
      relating to this Agreement and the other Loan Documents to which it is
      a party, or for recognition and enforcement of any judgment in respect
      thereof, to the non-exclusive general jurisdiction of the courts of the
      State of New York, the courts of the United States for the Southern
      District of New York, and appellate courts from any thereof;

(b)   consents that any such action or proceeding may be brought in such
      courts and waives any objection that it may now or hereafter have to
      the venue of any such action or proceeding in any such court or that
      such action or proceeding was brought in an inconvenient court and
      agrees not to plead or claim the same;

(c)   agrees that service of process in any such action or proceeding may be
      effected by mailing a copy thereof by registered or certified mail (or
      any substantially similar form of mail), postage prepaid, to the
      Borrower at its address set forth in Section 9.2 or at such other
      address of which the Administrative Agent shall have been notified
      pursuant thereto;


Page 48


(d)   agrees that nothing herein shall affect the right to effect service of
      process in any other manner permitted by law or shall limit the right
      to sue in any other jurisdiction; and

(e)   waives, to the maximum extent not prohibited by law, any right it may
      have to claim or recover in any legal action or proceeding referred to
      in this Section any special, exemplary, punitive or consequential
      damages.

9.14. Confidentiality.  Each of the Administrative Agent and the Lenders
expressly agree, for the benefit of the Borrower and its Subsidiaries, to
maintain the confidentiality of the Confidential Information (as defined
below), except that Confidential Information may be disclosed (a) to its and
its Affiliates' directors, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such Confidential Information and instructed to keep such
Confidential Information confidential), (b) to the extent requested by any
regulatory authority, (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other
party to this Agreement, (e) in connection with the exercise of any remedies
hereunder or any suit, action or proceeding relating to this Agreement or the
enforcement of rights hereunder, (f) subject to an express agreement for the
benefit of the Borrower and its Subsidiaries containing provisions
substantially the same as those of this Section 9.14, to any assignee of or
participant in, or any prospective assignee of or participant in, any of its
rights or obligations under this Agreement, (g) with the prior express
written consent of the Borrower or its Subsidiaries, as applicable, or (h) to
the extent such Confidential Information (i) becomes publicly available other
than as a result of a breach of this Section or (ii) becomes available to the
Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Borrower or its Subsidiaries.  For the purposes of this
Section 9.14, "Confidential Information" means all information, including
material nonpublic information within the meaning of Regulation FD
promulgated by the SEC ("Regulation FD"), received from the Borrower or its
Subsidiaries relating to such entities or their respective businesses, other
than any such information that is available to any Administrative Agent or
any Lender on a nonconfidential basis prior to disclosure by such entities;
provided that, in the case of information received from the Borrower or its
Subsidiaries after the date hereof, such information is clearly identified at
the time of delivery as confidential.  Any Person required to maintain the
confidentiality of Confidential Information as provided in this Section 9.14
shall be considered to have complied with its obligation to do so if such
Person has exercised the same degree of care to maintain the confidentiality
of such Confidential Information as such Person would accord to its own
confidential information; provided, however, that with respect to disclosures
pursuant to clauses (b) and (c) of this Section, unless prohibited by law or
applicable court order, each Lender and the Administrative Agent shall
attempt to notify the Borrower and its Subsidiaries of any request by any
governmental agency or representative thereof or other Person for disclosure
of Confidential Information after receipt of such request, and if reasonable,
practicable and permissible, before disclosure of such Confidential
Information.  It is understood and agreed that the Borrower, its Subsidiaries
and their respective Affiliates may rely upon this Section 9.14 for any
purpose, including without limitation to comply with Regulation FD.


Page 49


9.15. USA Patriot Act.  Each Lender hereby notifies the Borrower that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the "Act"), it is required to
obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other
information that will allow such Lender to identify the Borrower in
accordance with the Act.


Page 50


            IN WITNESS WHEREOF,  the parties hereto have caused this Agreement
to be duly  executed  and  delivered  by  their  proper  and  duly  authorized
officers as of the day and year first above written.

                                    SOUTHERN CALIFORNIA EDISON COMPANY

                                    By: /s/ George T. Tabata
                                    Name:   George T. Tabata
                                    Title:  Assistant Treasurer


                                    BANK OF AMERICA, N.A.,
                                      as Administrative Agent

                                    By:/s/ Richard Stein
                                    Name:  Richard Stein
                                    Title: Senior Vice President

Page

                                    BANK OF AMERICA, N.A.,
                                       as a Lender

                                    By: /s/ Richard Stein
                                    Name:   Richard Stein
                                    Title:  Senior Vice President

Page

                                    BARCLAYS BANK PLC,
                                       as a Lender

                                    By: /s/ Alicia Borys
                                    Name:   Alicia Borys
                                    Title:  Assistant Vice President

Page

                                    MORGAN STALEY BANK, N.A.,
                                       as a Lender

                                    By: /s/ Melissa James
                                    Name:   Melissa James
                                    Title:  Authorized Signatory

Page

                                    SUNTRUST BANK,
                                       as a Lender

                                    By: /s/ Andrew Johnson
                                    Name:   Andrew Johnson
                                    Title:  Director

Page

                                    UBS Loan Finance LLC,
                                       as a Lender

                                    By: /s/ Irja R. Otsa
                                    Name:   Irja R. Otsa
                                    Title:  Associate Director

                                    By: /s/ April Varner-Nanton
                                    Name:   April Varner-Nanton
                                    Title:  Director

Page

                                    U.S. Bank National Association,
                                       as a Lender

                                    By: /s/ Raymond Palmer
                                    Name:   Raymond Palmer
                                    Title:  Senior Vice President

Page

                                    WELLS FARGO BANK, N.A.
                                       as a Lender

                                    By: /s/ Lisa Larpenteur
                                    Name:   Lisa Larpenteur
                                    Title:  Vice President

</PRE>
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</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>7
<FILENAME>ex12_1si118.htm
<DESCRIPTION>RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED AND PREFERENCE STOCK
<TEXT>
<HTML>
<HEAD>
<TITLE>ex12.1si118</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)

                                                                           Year Ended December 31,
                                                    2003         2004         2005         2006         2007         2008
                                                 ----------   ----------   ----------   ----------   ----------   ----------

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   $ 1,510,631
Add:
  Rentals (2)                                           638          776        1,313         2,043         7,587         7,480
  Allocable portion of interest
       on long-term Contracts for
       the purchase of power (3)                      1,568        1,515        1,457         1,393         1,322         1,245
  Amortization of previously capitalized
       fixed charges                                  1,638        1,405        1,579         1,196         1,365         1,612

                                                 -----------  -----------  -----------  ------------  ------------   ----------
Total earnings before income
  taxes and fixed charges (A)                    $1,731,111   $1,771,145   $1,418,821   $ 1,687,600   $ 1,559,675   $ 1,520,968
                                                 ===========  ===========  ===========  ============  ============  ============




FIXED CHARGES (5):
  Interest and amortization                       $ 451,792    $ 399,169    $ 370,650     $ 418,572     $ 453,426     $ 434,706
  Rentals (2)                                           638          776        1,313         2,043         7,587         7,480
  Capitalized interest (4)                            1,026          839        1,075         2,811         3,079         3,055
  Allocable portion of interest on
       long-term contracts for
       the purchase of power (3)                      1,568        1,515        1,457         1,393         1,322         1,245
  Preferred and preference stock dividend
      requirements - pre-tax basis                   22,262       22,962       37,587        77,251        74,061        74,687
                                                 -----------   ----------   ----------   -----------   -----------   -----------
Total fixed charges (B)                           $ 477,286    $ 425,261    $ 412,082     $ 502,070     $ 539,475     $ 521,173
                                                 ===========   ==========   ==========   ===========   ===========    ===========


RATIO OF EARNINGS TO
  FIXED CHARGES (A) / (B):                             3.63         4.16         3.44          3.36          2.89           2.92
                                                  ==========    =========   ==========   ===========    ==========    ===========

(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 and 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>
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.2
<SEQUENCE>8
<FILENAME>ex12_2si118.htm
<DESCRIPTION>RATIOS OF EARNINGS TO FIXED CHARGES
<TEXT>
<HTML>
<HEAD>
<TITLE>ex 12.2</TITLE>
</HEAD>
<BODY>
<PRE>
SOUTHERN CALIFORNIA EDISON COMPANY AND CONSOLIDATED UTILITY-RELATED SUBSIDIARIES

RATIOS OF EARNINGS TO FIXED CHARGES

(Thousands of Dollars)

                                                           Year Ended December 31,
                                                         2003         2004          2005         2006          2007         2008
                                                      -----------   -----------   -----------  -----------   ----------   ----------

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  $1,510,631
Add:
  Rentals (2)                                                638            776        1,313         2,043         7,587       7,480
  Allocable portion of interest
       on long-term Contracts for
       the purchase of power (3)                           1,568          1,515        1,457         1,393         1,322       1,245
  Amortization of previously capitalized
       fixed charges                                       1,638          1,405        1,579         1,196         1,365       1,612
                                                      -----------    -----------  -----------   -----------   ----------- -----------
Total earnings before income
  taxes and fixed charges (A)                         $1,731,111     $1,771,145   $1,418,821    $1,687,600    $1,559,675  $1,520,968
                                                      ===========    ============ ===========   ===========   =========== ===========


FIXED CHARGES (5):
  Interest and amortization                            $ 451,792      $ 399,169    $ 370,650     $ 418,572     $ 453,426   $ 434,706
  Rentals (2)                                                638            776        1,313         2,043         7,587       7,480
  Capitalized interest (4)                                 1,026            839        1,075         2,811         3,079       3,055
  Allocable portion of interest on
       long-term contracts for
       the purchase of power (3)                           1,568          1,515        1,457         1,393         1,322       1,245
                                                     ------------     -----------  ----------   -----------   -----------  ---------

Total fixed charges (B)                                $ 455,024      $ 402,299    $ 374,495     $ 424,819     $ 465,414   $ 446,486
                                                     ============    ===========   ==========   ===========   ===========  ==========


RATIO OF EARNINGS TO
  FIXED CHARGES (A) / (B):                                  3.80           4.40         3.79          3.97          3.35        3.41
                                                     ============    ===========   ==========   ===========   ===========  ==========

(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 and 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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</HTML>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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