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<SEC-DOCUMENT>0000092103-10-000003.txt : 20100311
<SEC-HEADER>0000092103-10-000003.hdr.sgml : 20100311
<ACCEPTANCE-DATETIME>20100310200211
ACCESSION NUMBER:		0000092103-10-000003
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20100303
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20100311
DATE AS OF CHANGE:		20100310

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:		10672074

	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 119TH 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 8, 2010



                             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))



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<PAGE>








Item 8.01   Other Events

      On March 8, 2010, SCE agreed to sell $500,000,000 principal amount of its 5.50% First
and Refunding Mortgage Bonds, Series 2010A, Due 2040.  For further information concerning
the bonds, refer to the exhibits attached to this report.

Item 9.01   Financial Statements and Exhibits

(c)   Exhibits

      See the Exhibit Index below.





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<PAGE>






                                         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/ CHRIS C. DOMINSKI
                               ________________________________________
                                          CHRIS C. DOMINSKI
                                    Vice President and Controller


Date:  March 10, 2010






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<PAGE>









                                       EXHIBIT INDEX

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

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

1            Underwriting Agreement dated as of March 8, 2010
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------

4.1          One Hundred Nineteenth Supplemental Indenture dated as of
             March 9, 2010
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------

4.2          Certificate as to Actions Taken by Officer of Southern
             California Edison Company, dated as of March 8, 2010
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------

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

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
<PAGE>


</PRE>
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<DESCRIPTION>UNDERWRITING AGREEMENT OF MARCH 8, 2010
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<PRE>





                             Southern California Edison Company

            $500,000,000 5.50% First and Refunding Mortgage Bonds, Series 2010A,
                                          Due 2040


                                   Underwriting Agreement

                                                                          New York, New York

                                                                               March 8, 2010

Citigroup Global Markets Inc.
Credit Suisse Securities (USA) LLC
J.P. Morgan Securities Inc.
RBS Securities Inc.
   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 5.50% First and Refunding Mortgage
Bonds, Series 2010A, Due 2040 (the "2010A Bonds," or the "Securities"), to be issued under
the One Hundred Nineteenth Supplemental Indenture (the "Supplemental Indenture") to be
dated as of March 9, 2010, to a Trust Indenture dated as of October 1, 1923 (the "Trust
Indenture" and, as supplemented by the Supplemental Indenture, the "Indenture") between the
Company and The Bank of New York Mellon Trust Company, N.A., as successor to Harris Trust
and Savings Bank, and D.G. Donovan, as successor trustee to Pacific-Southwest Trust &amp;amp;
Savings Bank, as trustees (the "Trustees").  To the extent there are no additional
Underwriters listed on Schedule I other than you, the term Representatives as used herein
shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean
either the singular or plural as the context requires.  Any reference herein to the
Registration Statement, the Base Prospectus, any Preliminary Prospectus Supplement or the
Final Prospectus Supplement shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under
the Exchange Act on or before the Effective Date of the Registration Statement or the issue
date of the Base Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus
Supplement, as the case may be; and any reference herein to the terms "amend", "amendment"
or "supplement" with respect to the Registration Statement, the Base Prospectus, any
Preliminary Prospectus Supplement or the Final Prospectus Supplement shall be deemed to
refer to and include the filing of any document under the Exchange Act after the Effective
Date of the Registration Statement or the issue date of the Base Prospectus, any
Preliminary Prospectus Supplement or the


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<PAGE>





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  333-161379)  on  Form  S-3,  including  a  related  Base
      Prospectus,  for  registration  under  the  Act  of  the  offering  and  sale  of  the
      Securities.  The Company may have filed one or more  amendments  thereto,  including a
      Preliminary Prospectus Supplement,  each of which has previously been furnished to you
      and has become  effective upon filing.  The Company will next file with the Commission
      a Final  Prospectus  Supplement  relating to the  Securities in  accordance  with Rule
      424(b).  The  Registration  Statement,  at the Execution  Time, is effective and meets
      the requirements set forth in Rule 415(a)(1)(x).

(b)   On each Effective Date, the Registration  Statement did, and when the Final Prospectus
      Supplement is first filed in  accordance  with Rule 424(b) and on the Closing Date (as
      defined herein),  the Final Prospectus  Supplement (and any supplement  thereto) will,
      comply in all  material  respects  with the  applicable  requirements  of the Act, the
      Exchange Act and the Trust Indenture Act and the respective rules thereunder;  on each
      Effective Date and at the Execution Time, the Registration  Statement did not and will
      not  contain any untrue  statement  of a material  fact or omit to state any  material
      fact  required  to be stated  therein  or  necessary  in order to make the  statements
      therein not  misleading;  on each Effective Date and on the Closing Date the Indenture
      did or will comply in all material  respects with the applicable  requirements  of the
      Trust Indenture Act and the rules  thereunder;  and on the date of any filing pursuant
      to Rule 424(b) and on the Closing  Date,  the Final  Prospectus  Supplement  (together
      with any supplement  thereto) will not include any untrue statement of a material fact
      or omit to state a material fact  necessary in order to make the  statements  therein,
      in the  light of the  circumstances  under  which  they  were  made,  not  misleading;
      provided,  however,  that the Company makes no representations or warranties as to (i)
      that part of the  Registration  Statement  which shall  constitute  the  Statement  of
      Eligibility  and  Qualification  (Form  T-1)  under  the  Trust  Indenture  Act of the
      Trustees  or (ii) the  information  contained  in or  omitted  from  the  Registration
      Statement or the Final Prospectus  Supplement (or any supplement  thereto) in reliance
      upon and in conformity with  information  furnished in writing to the Company by or on
      behalf of any Underwriter  through the  Representatives  specifically for inclusion in
      the  Registration  Statement or the Final  Prospectus  Supplement  (or any  supplement
      thereto),  it being understood and agreed that the only such information  furnished by
      or on behalf of any  Underwriter  consists  of the  information  described  as such in
      Section 8 hereof.

(c)   As of the Initial Sale Time, the Disclosure  Package,  when taken together as a whole,
      does not  contain  any  untrue  statement  of a  material  fact or omit to  state  any
Page 2
<PAGE>

      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 Sheet  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.

(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
Page 3
<PAGE>

      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,  2009  (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 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

Page 4
<PAGE>

      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,   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
Page 5
<PAGE>

      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,  2009   incorporated  by  reference  in  the   Registration   Statement,
      Preliminary  Prospectus  Supplement  and  the  Final  Prospectus  Supplement,  are  an
      independent  registered  public accounting firm with respect to the Company within the
      meaning of the Act and the applicable published rules and regulations thereunder.

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

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

(t)   The Company and its  subsidiaries  maintain  "disclosure  controls and procedures" (as
      such term is  defined  under  Rule  13a-15(e)  under the  Exchange  Act),  and,  as of
      December 31, 2009, such disclosure controls and procedures were effective.
Page 6
<PAGE>

(u)   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).

(v)   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).

(w)   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.

(x)   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).
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<PAGE>

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

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

(aa)  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.

(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 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 in all material  respects  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.

(cc)  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.

(dd)  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
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<PAGE>

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

2.    Purchase  and Sale.  Subject  to the terms and  conditions  and in  reliance  upon the
representations  and  warranties  herein  set  forth,  the  Company  agrees  to sell to each
Underwriter,  and each Underwriter  agrees,  severally and not jointly, to purchase from the
Company,  at a purchase  price of 97.922% of the  principal  amount  thereof,  the principal
amount of the 2010A 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 11,  2010 or at such time on such later date not
more  than  five  Business  Days  after  the  foregoing  date as the  Representatives  shall
designate,  which date and time may be postponed by  agreement  between the  Representatives
and the  Company or as  provided  in Section 9 hereof  (such date and time of  delivery  and
payment  for the  Securities  being  herein  called the  "Closing  Date").  Delivery  of the
Securities shall be made to the  Representatives  for the respective accounts of the several
Underwriters  against payment by the several Underwriters through the Representatives of the
purchase  price  thereof  to or upon the order of the  Company by wire  transfer  payable in
same-day funds to an account  specified by the Company.  Delivery of the Securities shall be
made through the  facilities  of The  Depository  Trust Company  unless the  Representatives
shall otherwise instruct.

4.    Offering by Underwriters.  It is understood that the several  Underwriters  propose to
offer the  Securities  for sale to the  public as set forth in the  Registration  Statement,
Disclosure Package and the Final Prospectus Supplement.

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

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

      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,  substantially in the form of Schedule II
      hereto (the "Final Term Sheet"),  and will file the Final Term Sheet  pursuant to Rule
      433(d) within the time required by such Rule.

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

(d)   If, at any time  when a  prospectus  relating  to the  Securities  is  required  to be
      delivered  under the Act (including in  circumstances  where such  requirement  may be
      satisfied  pursuant  to Rule  172),  any  event  occurs as a result of which the Final
      Prospectus  Supplement as then  supplemented  would include any untrue  statement of a
      material  fact or omit to state any material  fact  necessary  to make the  statements
      therein in the light of the  circumstances  under which they were made not misleading,
      or  if it  shall  be  necessary  to  amend  the  Registration  Statement,  file  a new
      registration  statement or supplement the Final  Prospectus  Supplement to comply with
      the  Act or  the  Exchange  Act  or the  respective  rules  thereunder,  including  in
      connection  with use or  delivery  of the Final  Prospectus  Supplement,  the  Company
      promptly will (1) notify the  Representatives of such event; (2) prepare and file with
      the Commission,  subject to the second sentence of paragraph (a) of this Section 5, an
      amendment  or  supplement  or new  registration  statement  which  will  correct  such
      statement or omission or effect such compliance;  (3) use its best efforts to have any
      amendment  to the  Registration  Statement  or  new  registration  statement  declared
      effective as soon as  practicable in order to avoid any disruption in use of the Final
      Prospectus  Supplement;  and (4) supply any amended or supplemented  Final  Prospectus
      Supplement to you in such quantities as you may reasonably request.

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

(f)   Upon  request,  the Company  will furnish to the  Representatives  and counsel for the
      Underwriters,  without charge, signed copies of the Registration  Statement (including
      exhibits thereto) and to each other  Underwriter a copy of the Registration  Statement
      (without  exhibits thereto) and, so long as delivery of a prospectus by an Underwriter
      or  dealer  may  be  required  by the  Act  (including  in  circumstances  where  such
      requirement  may  be  satisfied  pursuant  to  Rule  172),  as  many  copies  of  each
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<PAGE>

      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 Sheet;  provided
      that the prior  written  consent of the  parties  hereto  shall be deemed to have been
      given in respect of the Free Writing  Prospectuses,  if any,  included in Schedule III
      hereto.  Any such free writing prospectus  consented to by the  Representatives or the
      Company is  hereinafter  referred to as a  "Permitted  Free Writing  Prospectus."  The
      Company  agrees  that (x) it has  treated  and will  treat,  as the case may be,  each
      Permitted Free Writing  Prospectus as an Issuer Free Writing Prospectus and (y) it has
      complied and will comply,  as the case may be, with the  requirements of Rules 164 and
      433  applicable  to any  Permitted  Free Writing  Prospectus,  including in respect of
      timely filing with the Commission, legending and record keeping.

(i)   The  Company  will not,  without  the prior  written  consent of the  Representatives,
      offer,  sell,  contract to sell,  pledge,  or otherwise dispose of, (or enter into any
      transaction  which is designed to, or might  reasonably  be expected to, result in the
      disposition  (whether by actual disposition or effective  economic  disposition due to
      cash  settlement  or  otherwise) by the Company or any affiliate of the Company or any
      person in privity  with the  Company or any  affiliate  of the  Company)  directly  or
      indirectly,  including the filing (or  participation  in the filing) of a registration
      statement  with  the  Commission  in  respect  of,  or  establish  or  increase  a put
      equivalent  position or liquidate or decrease a call  equivalent  position  within the
      meaning of Section 16 of the Exchange  Act, any debt  securities  issued or guaranteed
      by the  Company  (other than the  Securities)  or publicly  announce an  intention  to
      effect any such  transaction for a period  commencing on the date hereof and ending on
      the Closing Date.

(j)   The Company  will not take,  directly or  indirectly,  any action  designed to or that
      would  constitute  or that might  reasonably  be expected to cause or result in, under
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<PAGE>

      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 Sheet and
any other material required to be filed by the Company pursuant to Rule 433(d) under
the Act, shall have been filed with the Commission within the applicable time periods
prescribed for such filings by Rule 433; and no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no proceedings
for that purpose shall have been instituted or threatened.

(b)   The Company  shall have  requested  and caused  Barbara E.  Mathews,  Vice  President,
Associate General Counsel, Chief Governance Officer and Corporate Secretary of the
Company, to have furnished to the Representatives her opinion, dated the Closing Date
and addressed to the Representatives, to the effect that:

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

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

     (iii) The  Company  has  all   requisite   corporate   power  and
     authority,  has taken all requisite  corporate action, and has received and
     is in compliance with all governmental,  judicial and other authorizations,
     approvals and orders  necessary to enter into and perform the  Underwriting
     Agreement  and the  Supplemental  Indenture and to offer,  issue,  sell and
     deliver the Securities;

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

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

     (vi) the  Securities  have been duly  authorized  by the Company and,  when
      executed and
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<PAGE>

     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, in any
     such case,  is  required by the Act or the  Exchange  Act, or the rules and
     regulations  thereunder,  to be  described in the  Registration  Statement,
     Preliminary  Prospectus  Supplement or Final Prospectus  Supplement that is
     not described as so required, 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,  2009,  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
     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
Page 13
<PAGE>

     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.

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
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<PAGE>

Disclosure Package contained any untrue statement of a material fact or omitted to
state any material fact necessary in order to make the statements therein, in the
light of circumstances under which they were made, not misleading.

Such opinion will also include language to the effect that counsel has no reason to
believe that on the Effective Date the Registration Statement contained any untrue
statement of a material fact or omitted to state any material fact required to be
stated therein or necessary to make the statements therein not misleading or that the
Final Prospectus Supplement as of its date and on the Closing Date included or
includes any untrue statement of a material fact or omitted or omits to state any
material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.

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

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

(d)   The Company shall have furnished to the  Representatives a certificate of the Company,
signed by the Senior Vice President and Chief Financial Officer of the Company, dated
the Closing Date, to the effect that she 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

     (iii) since the date of the most recent financial  statements included
     or incorporated by reference in the Preliminary  Prospectus  Supplement and
     the Final Prospectus Page 15
<PAGE>

     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, 2009, and as at December 31, 2009, 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, 2009,
     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 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);
Page 16
<PAGE>

               (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, 2009,
          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, 2009 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,  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
Page 17
<PAGE>

     (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 &amp; Hamilton LLP, counsel for the Underwriters, at One
Liberty Plaza, New York, NY, on the Closing Date.

7.    Reimbursement of Underwriters'  Expenses.  If the sale of the Securities  provided for
Page 18
<PAGE>

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 Sheet, or in any amendment thereof or supplement  thereto, or arise out of or are based
upon the  omission  or alleged  omission  to state  therein a material  fact  required to be
stated therein or necessary to make the  statements  therein not  misleading,  and agrees to
reimburse  each  such  indemnified  party,  as  incurred,  for any  legal or other  expenses
reasonably  incurred by them in connection  with  investigating  or defending any such loss,
claim, damage, liability or action;  provided,  however, that the Company will not be liable
in any such case to the extent that any such loss, claim,  damage or liability arises out of
or is based upon any such  untrue  statement  or alleged  untrue  statement  or  omission or
alleged  omission made therein in reliance upon and in conformity  with written  information
furnished  to the Company by or on behalf of any  Underwriter  through  the  Representatives
specifically  for 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
behalf  of the  several  Underwriters  by the  Representatives  for  inclusion  in the Final
Prospectus Supplement.
Page 19
<PAGE>

(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 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
Page 20
<PAGE>

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 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
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<PAGE>

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 Citigroup Global Markets Inc., 388 Greenwich Street,  New
York,  NY 10013  Attention:  General  Counsel  (fax  no.:  (212)  816-7912);  Credit  Suisse
Securities (USA) LLC, 11 Madison Ave., New York, NY 10010,  Attention:  LCD-IBD; J.P. Morgan
Securities Inc., 270 Park Avenue,  New York, New York 10017 Attention:  High Grade Syndicate
Desk - 8th Floor (fax no.: (212) 834-6081);  and RBS Securities Inc., 600 Washington  Blvd.,
Stamford,  CT 06901,  Attention:  Debt Capital Markets  Syndicate (fax no.: (203) 873-4534);
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) 302-4106).

14.   Successors.  This  Agreement  will inure to the  benefit  of and be  binding  upon the
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<PAGE>

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.

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

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

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and
      the rules and regulations of the Commission promulgated thereunder.
Page 23
<PAGE>

            "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 2:30 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
<PAGE>




            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 25
<PAGE>



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

CITIGROUP GLOBAL MARKETS INC.


By: /s/ Brian Bednarski
      Name: Brian Bednarski
      Title: Managing Director


CREDIT SUISSE SECURITIES (USA) LLC


By:  /s/ Jean-Pierre Boudrias
      Name: Jean-Pierre Boudrias
      Title: Director


J.P. MORGAN SECURITIES INC.


By:  /s/ Robert Bottamedi
      Name: Robert Bottamedi
      Title: Vice President


RBS SECURITIES INC.


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


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

                [Underwriting Agreement Signature Page - 2 of 2]
Page 26
<PAGE>

                                         SCHEDULE I
                                                             Principal Amount
                                                              of 2010A Bonds
Underwriter                                                   to be Purchased
Citigroup Global Markets Inc...............................    $100,000,000
Credit Suisse Securities (USA) LLC.........................    $100,000,000
J.P. Morgan Securities Inc.................................    $100,000,000
RBS Securities Inc.........................................    $100,000,000
Mitsubishi UFJ Securities (USA), Inc.......................     $30,000,000
Wells Fargo Securities, LLC................................     $30,000,000
Guzman &amp; Company...........................................     $15,000,000
Loop Capital Markets LLC...................................     $10,000,000
Aladdin Capital LLC........................................     $7,500,000
SL Hare Capital, Inc.......................................     $7,500,000
       Total...............................................    $500,000,000


Page 27
<PAGE>




                                        SCHEDULE II


Page 28
<PAGE>



                                        $500,000,000
                  5.50% First and Refunding Mortgage Bonds, Series 2010A,
                                          Due 2040

                               SUMMARY OF TERMS

                   5.50% First and Refunding Mortgage Bonds, Series 2010A,
Security:          Due 2040

Issuer:            Southern California Edison Company

Principal Amount:  $500,000,000

                   A1/A/A+ (Moody's / S&amp;P/ Fitch)
Ratings of         Note: A securities rating is not a recommendation to buy,
Securities:        sell or hold securities and may be subject to revision or
                   withdrawal at any time.
                   March 8, 2010
Trade Date:
                   March 11, 2010
Settlement Date:
                   March 15, 2040
Maturity:

Benchmark US       4.375% due November 15, 2039
Treasury:

Benchmark US       4.683%
Treasury Yield:

Spread to
Benchmark US       +90 basis points
Treasury:
                   5.583%
Reoffer Yield:
                   5.50%
Coupon:

Coupon Payment     March 15 and September 15
Dates:

First Coupon       September 15, 2010
Payment Date:

Public Offering    98.797%
Price:

Optional           Callable at any time, in whole or in part, at a "make
Redemption:        whole" premium of T+15 bps.
                   842400FP3 / US842400FP31
CUSIP/ISIN:


Joint              Citigroup Global Markets Inc. ("Citi")
Book-running       Credit Suisse Securities (USA) LLC ("Credit Suisse")
Managers:          J.P. Morgan Securities Inc. ("J.P. Morgan")
                   RBS Securities Inc. ("RBS")
                   Aladdin Capital LLC
                   Guzman &amp; Company
                   Loop Capital Markets LLC
Co-managers:       Mitsubishi UFJ Securities (USA), Inc.
                   SL Hare Capital, Inc.
                   Wells Fargo Securities, LLC

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 1-877-858-5407 for Citi, by calling
1-800-221-1037 for Credit Suisse, by calling 1-212-834-4533 for J.P. Morgan, or by calling
1-866-884-2071 for RBS.

Page 29
<PAGE>



SCHEDULE III


          Schedule of Free Writing Prospectuses included in the Disclosure Package

[NONE]



Page 30
<PAGE>




</PRE>
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<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>ex41si119.htm
<DESCRIPTION>SCE'S 119TH SUPPLEMENTAL INDENTURE OF 3/9/2010
<TEXT>
<HTML>
<HEAD>
<TITLE>EX 4.1 119si</TITLE>
</HEAD>
<BODY>
<PRE>











                                   ONE HUNDRED NINETEENTH
                                   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 9, 2010









Page 1
<PAGE>








            This One Hundred Nineteenth Supplemental Indenture, dated as of the 9th day of
March, 2010, 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 eighteen 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,
Page 2
<PAGE>

May 1, 1983, December 1, 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, October 9, 2008, and March 18,
2009, 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
         2009A                2039                 500,000,000
         2009B                2014                 250,000,000

            WHEREAS, the Company proposes presently to issue in fully registered form only,
without coupons, a new series of the Company's First and Refunding Mortgage Bonds, pursuant
to resolutions of the Board of Directors or the Executive Committee of the Board of
Directors of the Company, or actions by one or more officers of the Company, said new
series to be designated as Series 2010A (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 Eighteenth 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 Nineteenth 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
Page 3
<PAGE>

            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

            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, Series 2008C, Series 2009A and Series 2009B, 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 $500,000,000, 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;
Page 4
<PAGE>

            Saving and excepting, however, anything contained herein or in the granting
clauses of the Original Indenture, or of the above mentioned indentures supplemental
thereto, or elsewhere contained in the Original Indenture or said supplemental indentures,
to the contrary notwithstanding, from the property hereby or thereby mortgaged and pledged,
all of the following property (whether now owned by the 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.
Page 5
<PAGE>


                                          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.

                                          PART IV

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

                                           PART V

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

            The Bonds initially shall be represented by one or more securities in
registered, global form without interest coupons ("Global Bonds").  Each certificate for
Global Bonds shall represent the aggregate principal of outstanding Bonds 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.
Page 6
<PAGE>


            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 2010A 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 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,
Page 7
<PAGE>


taken, and considered as one instrument, and  the Company agrees to conform to and comply
with all and singular the terms, provisions, covenants, and conditions set forth therein
and herein.

                                           PART 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
<PAGE>




            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/  M. CALLAHAN

                                          Name:  M. CALLAHAN
                                          Title:  Vice President


                                          /s/  D. G. DONOVAN

                                          D. G. DONOVAN
                                          Trustee




Page 9
<PAGE>







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


      On this 9th day of March, 2010, before me, JEAN E. LAMBRECHT, 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/  JEAN E. LAMBRECHT

                                          Notary Public, State of California




(Seal)

My Commission expires on  June 8, 2013.


Page 10
<PAGE>


STATE OF ILLINOIS   }
                    }  ss.
COUNTY OF COOK      }

      On this 9th day of March, 2010, before me, JULIE MEADORS, a Notary Public, personally
appeared M. CALLAHAN, 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 9th day of March, 2010, 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, State of Illinois




(Seal)

My Commission expires on January 7, 2012.

Page 11
<PAGE>

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<TYPE>EX-4.2
<SEQUENCE>4
<FILENAME>ex42si119.htm
<DESCRIPTION>CERTIFICATE AS TO ACTION TAKEN BY OFFICER OF SCE OF 3/9/2010
<TEXT>
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<TITLE>ex4.2 119si</TITLE>
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<PRE>





                         CERTIFICATE AS TO ACTIONS TAKEN BY OFFICER
                           OF SOUTHERN CALIFORNIA EDISON COMPANY
                                   Adopted March 8, 2010
            RE:   CREATION AND ISSUANCE OF ONE NEW SERIES
                  OF FIRST AND REFUNDING MORTGAGE BONDS

            WHEREAS, by resolutions adopted on February 22, 2007 and February 28, 2008,
each 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 one new series of
its First and Refunding Mortgage Bonds, Series 2010A (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 the resolutions 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
Nineteenth 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 amount of $500,000,000, which shall be an increase of, and in addition to, all

Page 1

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 New 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 New Bonds are hereby designated as "First and Refunding Mortgage Bonds, Series
2010A, Due 2040;" the New Bonds shall be dated as of their date of issuance, shall mature
on March 15, 2040, and shall bear interest from March 11, 2010, at the rate of 5.50% 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 New Bonds shall be
payable at the offices of The Bank of New York Mellon Trust Company, N.A., in Chicago,
Illinois, or at such other agency or agencies as may be designated by this corporation; all

Page 2

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 New Bonds shall be transferable only on the books of this corporation at
the places designated above for the payment of the principal of and premium, if any, and
interest on the New Bonds, or at such other agency or agencies as may be designated by this
corporation; the New Bonds shall be redeemable, at the option of this corporation, in whole
or in part, in the manner set forth in the form of definitive Series 2010A Bond set forth
below; the New Bonds shall be issuable only as fully registered bonds, without coupons, in
denominations of $1,000 and integral multiples of $1,000 in excess thereof; the definitive
New Bonds shall be numbered from R-1 upward; and the definitive New Bonds, and the
Certificate of Authentication to be endorsed upon each of the New Bonds, shall be
substantially in the following form with such legends thereon and changes therein as may be
deemed necessary or appropriate by the officer or officers executing the same, and the
blanks therein to be properly filled:
                           (Form of Definitive Series 2010A Bond)

                             SOUTHERN CALIFORNIA EDISON COMPANY
                 First and Refunding Mortgage Bonds, Series 2010A, Due 2040

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, 2040, and to pay interest on the unpaid
principal amount hereof to the registered owner hereof from March 11, 2010, until said
principal sum shall be paid, at the rate of 5.50% per annum, payable semiannually on March
15 and September 15 in each year, beginning September 15, 2010.  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 2010A, Due 2040," 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 Nineteenth Supplemental Indenture, dated as of March 9,
2010, 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 15 basis points, plus in each case accrued and unpaid
interest to the date fixed for redemption.

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

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

      "Comparable Treasury Price" means, for any date fixed for redemption, (1) the average
of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) on the third business day preceding the date fixed for
redemption, as set forth in the daily statistical release (or any successor release)
published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m.

Page 4

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 J.P. Morgan Securities Inc. ("J.P. Morgan") 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) Citigroup Global Markets Inc. ("Citigroup"),
Credit Suisse Securities (USA) LLC ("Credit Suisse"), J.P. Morgan, and RBS Securities Inc.
("RBS") 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 Citigroup,
Credit Suisse, J.P. Morgan, or RBS, or their successors, provided, however, that if
Citigroup, Credit Suisse, J.P. Morgan, or RBS, 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 2010A 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 2010A Bonds to be redeemed and that if the money has not been so
received, the notice will be of no force and effect and the Company will not be required to
redeem this Bond.

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

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

Page 5

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

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

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

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

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

                                         SOUTHERN CALIFORNIA EDISON COMPANY

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

Page 6

             (Form of Certificate of Authentication for all Series 2010A 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 2010A Bond)

            BE IT FURTHER RESOLVED, that New 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 New Bonds, for issuances of additional New Bonds in
an unlimited principal amount; and any such additional New 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 New 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 definitive form, and in such aggregate principal amount

Page 7

up to $500,000,000 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
Page 8

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<DOCUMENT>
<TYPE>EX-5
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<FILENAME>ex5opin119si.htm
<DESCRIPTION>OPINION LETTER OF BARBARA MATHEWS RE: 119TH SI
<TEXT>
<HTML>
<HEAD>
<TITLE>ex 5 119 si</TITLE>
</HEAD>
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<PRE>
                                March 10, 2010


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

   Re:  Offering of Southern California Edison Company's
       $500,000,000 5.50% First and Refunding Mortgage Bonds,
       Series 2010A, Due 2040

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 5.50% First
and Refunding Mortgage Bonds, Series 2010A, Due 2040 (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 Nineteenth Supplemental Indenture dated as of March
9, 2010 (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 8, 2010, to the Prospectus dated August 14, 2009
(together, the "Prospectus"), which is part of a Registration Statement on
Form S-3 (Registration No. 333-161379) (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 8, 2010 (the
"Underwriting Agreement"), among the Company and Citigroup Global Markets
Inc., Credit Suiss Securities (USA) LLC, J.P. Morgan Securities Inc., and RBC
Securities Inc., as representatives of the several Underwriters named therein.

            In my capacity as Vice President, Associate General Counsel,
Chief Governance Officer and Corporate Secretary, I am generally familiar
with the proceedings taken and proposed to be taken by SCE for the
authorization and issuance of the Bonds.  I, or attorneys acting under my
supervision, have made legal and factual examinations and inquiries,
including an examination of originals and copies certified or otherwise
identified to our satisfaction, of the documents, corporation records and
instruments of SCE that we have deemed necessary or appropriate for purposes
of this opinion.  In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals,
and the conformity to authentic original documents of all documents submitted
to us as copies.  In addition, we have obtained and relied upon certificates
and assurances from public officials that we have deemed necessary.
Page 1
<PAGE>

            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).

            (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
Page 2
<PAGE>

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
<PAGE>

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<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>6
<FILENAME>ex121119si.htm
<DESCRIPTION>RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED AND PREFERENCE STOCK
<TEXT>
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<TITLE>ex12.1 119si</TITLE>
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<PRE>
SOUTHERN CALIFORNIA EDISON                                                                         EXHIBIT 12.1
RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED AND PREFERENCE STOCK
(Millions of Dollars)




Earnings:                                                 2004      2005       2006       2007       2008       2009
                                                        --------  ---------  ---------  --------   --------   --------

Income from continuing operations
     before tax and noncontrolling interest             $ 1,639    $ 1,375    $ 1,540   $ 1,400    $ 1,246    $ 1,620
Less: Income from equity investees                            -          -          -         -          -          -
                                                        --------  ---------  ---------  --------   --------   --------
Income from continuing operations before income
     from equity investees, tax and noncontrolling interes1,639      1,375      1,540     1,400      1,246      1,620
Add:
Fixed charges (see below)                                   426        411        502       540        520        535
Amortization of capitalized interest                          1          1          1         2          2          2
Distributed income of equity investees                        -          -          -         -          -          -
Loss of equity investees for which charges arising from
     guarantees are included in fixed charges                 -          -          -         -          -          -
Subtract:
Interest capitalized                                         (1)        (1)        (2)       (3)        (3)        (4)
Preference security dividend requirements of
     consolidated subsidiaries - pre-tax basis              (13)       (34)       (77)      (74)       (75)       (73)
Noncontrolling interest of subsidiaries that have not incurred
     fixed charges - pre-tax basis                         (280)      (334)      (275)     (305)      (170)       (94)

                                                        --------  ---------  ---------  --------   --------   --------
Earnings as adjusted                                    $ 1,772    $ 1,418    $ 1,689   $ 1,560    $ 1,520    $ 1,986
                                                        ========  =========  =========  ========   ========   ========



Fixed Charges (1):
Interest expenses - net of capitalized interest and AFUDC $ 409      $ 360      $ 399     $ 429      $ 407      $ 420
Add: AFUDC                                                    -         14         19        25         27         32
                                                        --------  ---------  ---------  --------   --------   --------
Interest expenses - net of capitalized interest             409        374        418       454        434        452
Interest capitalized (2)                                      1          1          3         3          3          4
Interest portion of rental expense (3)                        1          1          2         8          7          5
Allocable portion of interest on long-term contracts
     for purchased power (4)                                  2          1          2         1          1          1
Preferred and preference stock dividend
     requirement - pre-tax basis                             13         34         77        74         75         73

                                                        --------  ---------  ---------  --------   --------   --------
Total fixed charges                                       $ 426      $ 411      $ 502     $ 540      $ 520      $ 535
                                                        ========  =========  =========  ========   ========   ========

Ratio                                                      4.16       3.45       3.36      2.89       2.92       3.71
                                                        ========  =========  =========  ========   ========   ========


(1)  Interest expenses associated with income taxes are reflected as a component of income tax expense
     and are excluded from the determination of fixed charges.
(2)  Includes fixed charges associated with Nuclear Fuel and capitalized interest of fifty-percent owned
     partnership.
(3)  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.
(4)  Allocable portion of interest included in annual minimum debt service requirement of supplier.
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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.2
<SEQUENCE>7
<FILENAME>ex122119si.htm
<DESCRIPTION>RATIOS OF EARNINGS TO FIXED CHARGES
<TEXT>
<HTML>
<HEAD>
<TITLE>ex12.2 119si</TITLE>
</HEAD>
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<PRE>
SOUTHERN CALIFORNIA EDISON                                                                         EXHIBIT 12.2
RATIOS OF EARNINGS TO FIXED CHARGES
(Millions of Dollars)




Earnings:                                                 2004      2005       2006       2007       2008       2009
                                                        --------  ---------  ---------  --------   --------   --------

Income from continuing operations
     before tax and noncontrolling interest               1,649      1,379      1,540     1,400      1,246      1,620
Less: Income from equity investees                            -          -          -         -          -          -
                                                        --------  ---------  ---------  --------   --------   --------
Income from continuing operations before income
     from equity investees, tax and noncontrolling interes1,649      1,379      1,540     1,400      1,246      1,620
Add:
Fixed charges (see below)                                   403        373        425       466        445        462
Amortization of capitalized interest                          1          1          1         2          2          2
Distributed income of equity investees                        -          -          -         -          -          -
Loss of equity investees for which charges arising from
     guarantees are included in fixed charges                 -          -          -         -          -          -
Subtract:
Interest capitalized                                         (1)        (1)        (2)       (3)        (3)        (4)
Preference security dividend requirements of
     consolidated subsidiaries - pre-tax basis                -          -          -         -          -          -
Noncontrolling interest of subsidiaries that have not incurred
     fixed charges - pre-tax basis                         (280)      (334)      (275)     (305)      (170)       (94)

                                                        --------  ---------  ---------  --------   --------   --------
Earnings as adjusted                                      1,772      1,418      1,689     1,560      1,520      1,986
                                                        ========  =========  =========  ========   ========   ========



Fixed Charges (1):
Interest expenses - net of capitalized interest and AFUDC   399        356        399       429        407        420
Add: AFUDC                                                    -         14         19        25         27         32
                                                        --------  ---------  ---------  --------   --------   --------
Interest expenses - net of capitalized interest             399        370        418       454        434        452
Interest capitalized (2)                                      1          1          3         3          3          4
Interest portion of rental expense (3)                        1          1          2         8          7          5
Allocable portion of interest on long-term contracts
     for purchased power (4)                                  2          1          2         1          1          1
Preferred and preference stock dividend
     requirement - pre-tax basis                              -          -          -         -          -          -

                                                        --------  ---------  ---------  --------   --------   --------
Total fixed charges                                         403        373        425       466        445        462
                                                        ========  =========  =========  ========   ========   ========

Ratio                                                      4.40       3.80       3.97      3.35       3.42       4.30
                                                        ========  =========  =========  ========   ========   ========


(1)  Interest expenses associated with income taxes are reflected as a component of income tax expense
     and are excluded from the determination of fixed charges.
(2)  Includes fixed charges associated with Nuclear Fuel and capitalized interest of fifty-percent owned
     partnership.
(3)  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.
(4)  Allocable portion of interest included in annual minimum debt service requirement of supplier.
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