SOUTHERN CALIFORNIA EDISON CO (Form: S-3ASR, Received: 08/03/2012 10:59:04)

As filed with the Securities and Exchange Commission on August 3, 2012

Registration No. 333-______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

Registration Statement

under

The Securities Act of 1933



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

2244 Walnut Grove Avenue

Rosemead, California 91770

626-302-1212

(Address, including zip code, and telephone number, including area code,

of registrant's principal executive offices)

Michael A. Henry

Senior Attorney

2244 Walnut Grove Avenue (P.O. Box 800)

Rosemead, California 91770

626-302-4328

(Name, address, including zip code, and telephone number, including

area code, of agent for service)

Approximate Date of Commencement of Proposed Sale to the Public: From time to time after the effective date of this registration statement.

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

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

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

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

for the same offering. ¨

If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨ Accelerated filer ¨

Non-accelerated filer þ Smaller reporting company ¨

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE



Title of each class of securities to be registered(1)	Amount to be registered(1)	Proposed maximum aggregate offering price(1)	Amount of registration fee(2)
First and Refunding Mortgage Bonds			$0
Debt Securities			$0
$100 Cumulative Preferred Stock and Cumulative Preferred Stock			$0
Preference Stock			$0
Trust Preference Securities of SCE Trust II and SCE Trust III (3)			$0
Guarantees of Trust Preference Securities of SCE Trust II and SCE Trust III by Southern California Edison Company (3)			$0

(1)

An indeterminate principal amount or number of first and refunding mortgage bonds, debt securities, $100 cumulative preferred stock, cumulative preferred stock, preference stock and guarantees of Southern California Edison Company and of trust preference securities of SCE Trust II and SCE Trust III as may from time to time be issued at indeterminate prices. Preference stock may be issued and sold to SCE Trust II and SCE Trust III, in which event such securities may later be distributed to the holders of trust preference securities.


(2)	Registration fees are being deferred in reliance upon Rule 456(b) and Rule 457(r) under Securities Act of 1933.

(3)

Includes the rights of holders of the trust preference securities under the guarantees of trust preference securities and back-up undertakings, consisting of obligations by Southern California Edison Company, as set forth in the trust agreement, certificate of determinations and guarantee agreement, in each case as further described in this registration statement. No separate consideration will be received for any guarantees or back-up undertakings.

EXPLANATORY NOTE

This Registration Statement contains:


•	A form of base prospectus to be used by Southern California Edison Company in connection with offerings of its first and refunding mortgage bonds, debt securities, preferred stock and preference stock;


•	A form of prospectus to be used in connection with offerings of trust preference securities by SCE Trust II and SCE Trust III, and the related preference stock, guarantee, and certain back-up obligations of Southern California Edison Company.

PROSPECTUS

SOUTHERN CALIFORNIA EDISON COMPANY

First and Refunding Mortgage Bonds, Debt Securities, $100 Cumulative Preferred Stock, Cumulative Preferred Stock and Preference Stock

The securities may be offered and sold from time to time in one or more offerings. This prospectus provides you with a general description of the securities that may be offered.

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

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

Southern California Edison Company may offer and sell first and refunding mortgage bonds, debt securities, $100 cumulative preferred stock, cumulative preferred stock and preference stock.

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

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

The date of this Prospectus is August 3, 2012

TABLE OF CONTENTS



About This Prospectus	1
Forward-Looking Statements	1
Southern California Edison Company	1
Use of Proceeds	2
Ratio of Earnings to Fixed Charges and Preferred Equity Dividends	2
Description of the Securities	2
Description of the First Mortgage Bonds	3
Description of the Debt Securities	7
Description of the Preferred Stock and Preference Stock	18
Experts	22
Validity of the Securities	21
Where You Can Find More Information	21

ABOUT THIS PROSPECTUS

This prospectus is provided by Southern California Edison Company which is sometimes referred to in this prospectus as “Southern California Edison” or by the terms “we,” “us” and “our.” We refer to the $100 cumulative preferred stock and cumulative preferred stock together as “preferred stock” and the preferred stock and preference stock together as “preferred equity.”

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

We are responsible only for the information contained and incorporated by reference in this prospectus, any prospectus supplement, and in any related free-writing prospectus we prepare or authorize. We have not authorized any other person to provide you with any other information, and we do not take any responsibility for any other information that others may provide you. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing or incorporated by reference in this prospectus, any prospectus supplement, and any related free-writing prospectus is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

FORWARD-LOOKING STATEMENTS

This prospectus, any accompanying prospectus supplement and the additional information described under the heading “Where You Can Find More Information” may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “projects,” “probable,” “may,” “will,” “could,” “would,” “should,” and variations of such words and similar expressions, or discussions of strategy or of plans, are intended to identify forward-looking statements. Such statements necessarily involve risks and uncertainties that could cause actual results to differ materially from those anticipated. Some of the risks, uncertainties and other important factors that could cause results to differ, or that otherwise could impact us are described under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2011, and in subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K incorporated by reference into this prospectus.

We urge you to read this entire prospectus, including any prospectus supplement and the information incorporated by reference, and carefully consider the risks, uncertainties and other factors that affect our business. Forward-looking statements speak only as of the date they are made and we are not obligated to publicly update or revise forward-looking statements. You should review future reports we file with the Securities and Exchange Commission.

SOUTHERN CALIFORNIA EDISON COMPANY

Southern California Edison is an investor-owned electric utility company, primarily engaged in the business of supplying electricity in a 50,000 square mile service area in coastal, central, and southern California, excluding the City of Los Angeles and certain other cities. We own and operate transmission

and distribution facilities and hydroelectric, coal, and nuclear power plants for the purpose of serving our customers’ electricity needs. In addition to power provided from our own generating resources, we procure power from a variety of sources including other utilities, merchant generators, and other non-utility generators. Based in Rosemead, California, Southern California Edison was incorporated in California in 1909, and had assets of more than $42 billion at June 30, 2012.

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

USE OF PROCEEDS

Except as otherwise described in a prospectus supplement, we intend for the net proceeds of the offered securities to be used to redeem, repay or retire outstanding debt or other securities, to finance construction expenditures, for other general corporate purposes, or to reduce short-term debt incurred to finance such activities.

RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED EQUITY DIVIDENDS

The following table sets forth the ratios of Southern California Edison’s earnings to combined fixed charges and preferred stock dividends and to fixed charges, for each year in the five-year period ended December 31, 2011 and for the six months ended June 30, 2012:



	Year Ended December 31,					Six Months Ended June 30,
	2007	2008	2009	2010	2011	2012
Ratio of Earnings to Combined Fixed Charges and Preferred and Preference Equity Dividends . . . . . . . . . .	2.89	2.92	3.71	3.57	3.70	2.62
Ratio of Earnings to Fixed Charges . . . . . . . . . . . . . . . . . . . . .	3.35	3.42	4.30	4.10	4.34	3.20

DESCRIPTION OF THE SECURITIES

The following is a general description of the terms and provisions of the securities we may offer and sell by this prospectus in one or more distinct offerings. These summaries are not meant to be a complete description of each security. This prospectus and any accompanying prospectus supplement will contain the material terms and conditions for each security. The prospectus supplement may add, update or change the terms and conditions of the securities as described in this prospectus. For more information about the securities, please refer to:


•	the indenture between Southern California Edison and The Bank of New York Mellon Trust Company, N.A., and D. G. Donovan, as successor trustees, dated as of October 21, 1923, as amended and supplemented, for the issuance of first and refunding mortgage bonds, which we refer to as the “first mortgage bond indenture” in this prospectus;


•	the indenture between Southern California Edison and The Bank of New York Mellon Trust Company, N.A., as successor trustee, dated as of January 15, 1993, for the issuance of senior debt securities, which we refer to as the “senior indenture” in this prospectus;


•	the form of indenture between Southern California Edison and Bank of New York Mellon Trust Company, N.A., as trustee, for the issuance of subordinated debt securities, which we refer to as the “subordinated indenture” in this prospectus; and


•	Southern California Edison’s restated articles of incorporation.

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

DESCRIPTION OF THE FIRST MORTGAGE BONDS

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

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

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

General

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


•	the title of the bonds;


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


•	the price at which the bonds will be issued;


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


•	the rate or rates or method of determining interest; the date or dates from which interest will accrue; the dates on which interest will be payable, which we refer to as the “interest payment dates;” and any record dates for the interest payable on the interest payment dates;


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


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


•	the denominations in which the bonds will be issued;


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


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


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


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


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


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


•	any other terms of the bonds.

Security

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

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

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

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

Special Trust Fund

We are required to deposit in a special trust fund with The Bank of New York Mellon Trust Company, N.A., as trustee, on each May 1 and November 1, cash equal to 1½% (subject to redetermination by agreement between us and The Bank of New York Mellon Trust Company, N.A., as trustee) of the aggregate principal amount of the first mortgage bonds and underlying bonds then outstanding (excluding certain bonds and underlying bonds, such as bonds called for redemption), less certain amounts paid or credited in respect of underlying bonds. The term “underlying bonds” is defined in the first mortgage bond indenture to mean any bonds or other evidence of indebtedness secured by property subsequently acquired by us. Amounts in the special trust fund may, in general, be paid out for payment, redemption (at the redemption prices, including applicable premiums, set forth in the first mortgage bonds and subject to the limitation on refunding applicable to various series) or purchase of first mortgage or underlying bonds, or to reimburse us for the acquisition of certain additional properties. The foregoing deposit requirement has not affected our cash flow, because the cash deposited has been simultaneously offset by its payment to us to reimburse us for the acquisition of additional properties. Thus, there currently are no funds on deposit in the Special Trust Fund.

Issue of Additional Bonds

In general, additional Bonds, ranking equally and ratably with the first mortgage bonds, may be issued, subject to certain restrictions and requirements described below, in principal amounts equal to the lesser of (i) the amount authorized under the net earnings test described below and (ii) the sum of the following:


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


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


c.	66⅔% of the net amount of additional property constructed or acquired by us and not theretofore used for other purposes under the first mortgage bond indenture, subject to certain restrictions.


d.	Cash deposited in an advance construction account with The Bank of New York Mellon Trust Company, N.A., as trustee (in certain events with such trustee’s consent), to be withdrawn to reimburse us for 66⅔% of unbonded additional property.

As of June 30, 2012, there was no amount of first mortgage bonds acquired, redeemed or otherwise retired against which bonds might be issued under the first mortgage bond indenture pursuant to clause (a) above. The net amount of additional property against which bonds might be issued under the first mortgage bond indenture pursuant to clause (c) above was approximately $23.4 billion, resulting in the ability to issue $15.5 billion of Bonds pursuant to clause (c) ( i.e. $23.4 billion x .6666 = $15.5 billion). The aggregate amount of bonds which we could issue under clauses (a) and (c) above would, if other conditions were met, be approximately $15.5 billion. As of June 30, 2012, we had $8.6 billion of our first mortgage bonds outstanding (including the first mortgage bonds issued to secure $939 million of pollution control bonds).

Furthermore, in addition to the first mortgage bond indenture’s bondable property requirement described in clause (c) above, the first mortgage bond indenture also provides that additional first mortgage bonds may not be issued unless our net earnings (as defined) for twelve months shall have been at least two and one-half (2.5x) times our total annual first mortgage bond interest charge. At June 30, 2012, under the net earnings test we could issue $21.2 billion of additional first mortgage bonds (based

on net earnings for the year ended June 30, 2012). Notwithstanding the net earnings requirement, additional first mortgage bonds may be issued under the provisions referred to in (a) and (b) above under some circumstances involving, among other things, issuance of bonds not bearing a higher interest rate than the bonds to be retired, issuance of bonds to pay or redeem bonds maturing within two years and issuance of bonds on the basis of acquisition, redemption or other retirement of underlying bonds. Additional first mortgage bonds may not be issued under the provisions referred to in paragraphs (c) and (d) above during any period when indebtedness secured by a prior lien on acquired utility property has not been established as underlying bonds.

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

Defaults and Other Provisions

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


•	default in payment of principal;


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


•	default under our covenants and conditions in the first mortgage bond indenture or in the bonds for 60 days after written notice by The Bank of New York Mellon Trust Company, N.A., as trustee;


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


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

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

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

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

Concerning the Trustees

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

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

Modification of the Indenture

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

Global Securities

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

DESCRIPTION OF THE DEBT SECURITIES

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

At June 30, 2012, Southern California Edison had approximately $8.6 billion of senior secured indebtedness that effectively would rank senior to any senior debt securities and approximately $300 million of indebtedness that would be pari passu with any senior debt securities. As described above under “Description of the First Mortgage Bonds,” our first mortgage bonds are issued under and secured by the first mortgage bond indenture, which creates a lien on substantially all the properties of Southern California Edison for the benefit of the holders of the first mortgage bonds. The debt securities other than first mortgage bonds that we are offering by this prospectus are not secured by any assets or property of Southern California Edison.

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

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

General

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

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

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


•	the title of the debt securities;


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


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


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


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


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


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


•	any provision for deferral of interest payments;


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


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


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


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


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


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


•	any other terms of the debt securities.

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


•	any right to extend the interest payment periods;


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


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

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

Form of Debt Securities

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

Payment of Debt Securities

Unless we state otherwise in a prospectus supplement, we will make payments with respect to debt securities as follows:

•

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


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

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

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

Exchanges and Transfers of Debt Securities

Subject to the provisions of the applicable indenture and prospectus supplement, you may exchange your debt securities (other than debt securities represented by a global security, except as set forth below) for other debt securities of the same series with the same interest rate, maturity and total principal amount, as described in this section. You may have your debt securities divided or combined into smaller or larger authorized denominations.

You may exchange or transfer your debt securities, other than debt securities represented by a global security, at the office of the indenture trustee or another transfer agent designated by us and named in a prospectus supplement. We have appointed the indenture trustee to act as the security registrar for registering debt securities in the names of holders and transferring debt securities. We may appoint, remove or add additional transfer agents and change their locations. There will be no service charge for transfer or exchange of your debt securities, but you may be required to pay for any related taxes and other governmental charges.

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


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


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

•

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

Redemption of Debt Securities

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

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

Global Securities

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

Events of Default and Remedies for Senior Debt Securities

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

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


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


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


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


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


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


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

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

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

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

•

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


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

•

No holder of senior debt securities of a series may institute proceedings to enforce the senior indenture except, among other things, where the indenture trustee has failed to act for 60 days after it has been given notice of a default and holders of 25 percent in principal amount of the senior debt securities of the series (or in the case of defaults described in the last three bulleted clauses under “ Defaults ” above, the holders of 25 percent in principal amount of all the senior debt securities) have requested the indenture trustee to enforce the senior indenture and offered reasonable indemnity to the indenture trustee.


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

•

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

Events of Default and Remedies for Subordinated Debt Securities

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

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


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


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


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


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


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


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

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

Acceleration. If an event of default occurs and is continuing with respect to any series of subordinated debt securities, either the indenture trustee or the holders of 25 percent in principal amount of the subordinated debt securities of the series (or, if any subordinated debt securities of that series are original issue discount securities, such portion of the principal amount as may be specified in such securities) may declare the principal amount of the subordinated debt securities of that series to be immediately due and payable. After a declaration of acceleration has been made and before the indenture trustee has obtained a judgment or decree for payment of the money due, the holders of a majority in principal amount of subordinated debt securities of that series may rescind and annul the acceleration if we have paid any past due payments of principal, premium or interest and met certain other conditions. In certain cases, the holders of a majority in principal amount of the subordinated debt securities of all affected series, voting as one class, may waive any past default or event of default.

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


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


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

•

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


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

•

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

Modification of the Indenture

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


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


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


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


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


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


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


•	provide security for the debt securities of any series;


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


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

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


•	change the stated maturity of the principal or interest on any debt security, reduce the principal amount or interest payable, reduce any premium payable upon redemption,

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


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


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

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

Consolidation, Merger and Sale of Assets; No Financial Covenants

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

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

•

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


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


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

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

Discharge and Defeasance

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

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


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


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


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


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


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

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

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

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


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


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

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


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


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


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


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

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

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

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

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

Subordination

Subject to the provisions of the subordinated indenture and prospectus supplement, each series of subordinated debt securities will be subordinate and junior in right of payment to all Senior Indebtedness as defined below. If:


•	we make a payment or distribution of any of our assets to creditors upon our dissolution, winding-up, liquidation or reorganization, whether in bankruptcy, insolvency or otherwise;


•	a default beyond any grace period has occurred and is continuing with respect to the payment of principal, interest or any other monetary amounts due and payable on any Senior Indebtedness; or


•	the maturity of Senior Indebtedness has been accelerated because of a default on that Senior Indebtedness,

then the holders of Senior Indebtedness generally will have the right to receive payment, in the case of the first instance, of all amounts due or to become due upon that Senior Indebtedness, and, in the case of the second and third instances, of all amounts due on that Senior Indebtedness, or we will make provision for those payments, before the holders of any subordinated debt securities have the right to receive any payments of principal or interest on their subordinated debt securities.

Senior Indebtedness means, with respect to any series of subordinated debt securities, the principal premium, interest and any other payment in respect of any of the following:


•	all of our current and future indebtedness for borrowed or purchase money whether or not evidenced by notes, debentures, bonds or other similar written instruments;


•	our obligations under synthetic leases, finance leases and capitalized leases;


•	our obligations for reimbursement under letters of credit, banker’s acceptances, security purchase facilities or similar facilities issued for our account;


•	any of our other indebtedness or obligations with respect to derivative contracts, including commodity contracts, interest rate, commodity and currency swap agreements forward contracts and other similar agreements or arrangements; and


•	all indebtedness of others of the kinds described in the preceding categories which we have assumed or guaranteed.

Senior Indebtedness will not include trade accounts payable, accrued liabilities arising in the ordinary course of business or indebtedness to our subsidiaries.

Senior Indebtedness will be entitled to the benefits of the subordination provisions in the subordinated indenture irrespective of the amendment, modification or waiver of any term of the Senior Indebtedness. We may not amend the subordinated indenture to change the subordination of any outstanding Senior Indebtedness without the consent of each holder of Senior Indebtedness that the amendment would adversely affect.

The subordinated indenture does not limit the amount of Senior Indebtedness that we may issue.

Concerning the Indenture Trustee

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

Governing Law

The indentures and the debt securities will be governed by and construed in accordance with the laws of the State of New York.

DESCRIPTION OF THE PREFERRED STOCK AND PREFERENCE STOCK

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

General

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

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


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


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


•	preference stock – 50,000,000 shares with no par value; and


•	common stock – 560,000,000 shares with no par value.

As of June 30, 2012, Southern California Edison had issued and outstanding 4,800,198 shares of cumulative preferred stock, no shares of $100 cumulative preferred stock, 9,040,004 shares of preference stock, and 434,888,104 shares of common stock. All of the outstanding shares of common stock are owned by Edison International.

Preferred Stock

The Southern California Edison board of directors or a committee of our board of directors may authorize the preferred stock to be issued from time to time as one or more series of cumulative preferred stock or $100 cumulative preferred stock. For each new series of preferred stock, the board of directors or a committee of our board of directors, within the limitations and restrictions stated in Article Sixth of the articles of incorporation, may fix the number of shares, dividend rights, dividend rate, including fixed and variable rates, conversion rights, voting rights (in addition to the voting rights provided in the articles of incorporation), rights and terms of redemption (including sinking fund provisions), redemption price or prices and voluntary liquidation preferences. We will set forth in a prospectus supplement the terms of each series of preferred stock offered through this prospectus.

Preference Stock

The articles of incorporation authorize our board of directors or a committee of our board of directors, from time to time, in one or more series, and without further shareholder action, to provide for the issuance of up to 50,000,000 shares of preference stock, no par value. For each new series of preference stock, the board of directors or a committee of our board of directors may fix the number of shares, dividend rights, dividend rate, including fixed and variable rates, conversion rights, voting rights (if any), rights and terms of redemption (including sinking fund provisions), redemption price or prices and voluntary liquidation preferences. We will set forth in a prospectus supplement the following terms of each series of preference stock offered through this prospectus:


•	the designation of the series;


•	the total number of shares being offered;


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


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


•	the dividend rate (including any step-up or step-down), period and payment date or method of calculation applicable to the preference stock;


•	the date from which dividends on the preference stock accumulate, if applicable


•	whether the dividend rate is fixed or variable;


•	any mandatory or optional sinking fund, purchase fund or similar provisions, if any;


•	the terms and conditions, if applicable, upon which the preference stock will be convertible into common stock, including the conversion price (or manner of calculation)


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


•	the relative ranking and preferences of the preference stock as to dividend rights and rights upon liquidation (whether voluntary or involuntary), dissolution or winding up of our affairs;


•	any liquidation preferences;


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


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


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

Rank of the Preference Stock

Unless we state otherwise in a prospectus supplement, all series of preference stock will rank equally as to dividends and payments upon liquidation, dissolution or winding up. The preference stock ranks junior to all of the preferred stock and senior to all common stock.

Distribution Rights

A prospectus supplement will describe the circumstances relating to distributions on our preference stock. Holders of our preference stock of each series will be entitled to receive distributions, when, as, and if declared by our board of directors, out of our assets legally available for payment to shareholders. These distributions may be cash distributions or distributions in kind or in other property. The prospectus supplement will describe the rates of the distributions and the dates we will make distributions. Each distribution shall be payable to holders of record on such record date as shall be fixed by our board of directors. Dividends on any series of preference stock being offered may be cumulative or non-cumulative. Distributions on any series of preference stock, if cumulative, will be cumulative from and after the date set forth in the applicable prospectus supplement.

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


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


•	purchase or redeem any shares of preference stock or common stock, except with the proceeds of any sale of shares of preference stock or common stock.

The first mortgage bond indenture securing our first mortgage bonds provides, in substance, that we cannot pay any cash dividends except out of surplus at December 31, 1921, and out of earnings since then. None of our present earnings reinvested in the business are restricted by this provision. We do not expect this provision to have any adverse effect on our ability to pay dividends on the preference stock.

Voting Rights

Holders of preference stock will not have any voting rights, except as required by law or as indicated in the applicable prospectus supplement.

Liquidation Rights

If we liquidate, dissolve or wind up our affairs, then, before we make distributions to holders of common stock or any other class or series of shares of our capital stock ranking junior to the preference stock in the distribution of assets, the holders of each series of preference stock shall be entitled to receive liquidating distributions out of our assets legally available for distribution to shareholders. We will make liquidating distributions in the amount of the liquidation preference set forth in the applicable prospectus supplement plus an amount equal to all accumulated and unpaid distributions. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of shares of preference stock will have no right or claim to any of our remaining assets.

If we liquidate, dissolve or wind up and we do not have enough legally available assets to pay the amount of the liquidating distributions on all outstanding shares of preference stock and other classes of capital stock ranking equally with the preference stock in the distribution of assets, then the holders of the preference stock and all other such classes or series of shares of capital stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.

Redemption

A prospectus supplement may provide that the preference stock will be subject to mandatory redemption or redemption at our option, in whole or in part. The prospectus supplement will describe the terms, the times and the redemption prices of the preference stock.

Other Provisions

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

Registration and Transfer

We will select a transfer agent and registrar for the preference stock that we issue at the time of issuance.

EXPERTS

The consolidated financial statements of Southern California Edison Company incorporated in this Prospectus by reference to the Annual Report on Form 10-K of Southern California Edison Company for the year ended December 31, 2011 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

VALIDITY OF THE SECURITIES

The validity of the first mortgage bonds, debt securities, preferred stock and preference stock offered by this prospectus will be passed upon for Southern California Edison by Barbara E. Mathews, its Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary. Certain legal matters will be passed upon for any underwriters by Cleary Gottlieb Steen & Hamilton LLP, New York, New York.

Ms. Mathews is a salaried employee of Southern California Edison and earns stock-based compensation based on Edison International's common stock. Additionally, she may hold Edison International stock-based interests through an employee benefit plan and can participate in an Edison International shareholder dividend reinvestment and stock purchase plan. She owns no securities of Southern California Edison. Cleary Gottlieb Steen & Hamilton LLP, New York, New York has from time to time provided, and may provide in the future, legal services to Southern California Edison and its affiliates.

WHERE YOU CAN FIND MORE INFORMATION

Available Information

We file reports required by the Securities Exchange Act of 1934, as amended, proxy statements and other information with the Securities and Exchange Commission. You may read and copy these reports and proxy statements and other information at the Public Reference Room maintained by the Securities and Exchange Commission at 100 F Street, N.E., Washington, D.C. 20549. You may obtain

further information on the operation of the Securities and Exchange Commission’s Public Reference Room by calling them at 1-800-SEC-0330.

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

You may also review reports, proxy statements and other information about Southern California Edison at our offices at 2244 Walnut Grove Avenue, Rosemead, California 91770. You may view and obtain copies of some of those reports and other information on the web site maintained by Southern California Edison’s parent, Edison International, at http://www.edison.com. Except for the documents specifically incorporated by reference into this prospectus, information contained on Edison International’s web site or that can be accessed through its web site does not constitute part of this prospectus.

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

Incorporation by Reference

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


•	Our Annual Report on Form 10-K for the year ended December 31, 2011.


•	Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012 and June 30, 2012.


•	Our Current Reports on Form 8-K filed January 13, January 17, February 1, March 12, April 30, May 10, May 17, May 24, and June 22, 2012.

•

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

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

Southern California Edison Company

2244 Walnut Grove Avenue

P.O. Box 800

Rosemead, California 91770

Attention: Corporate Governance

Telephone (626) 302-4008

Fax (626) 302-2050

The information in this preliminary prospectus is not complete and may be changed. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 3, 2012

PROSPECTUS

SCE Trust $____ Trust Preference Securities

(Cumulative, Liquidation Amount $__ per Trust Preference Security)Fully and unconditionally guaranteed, to the extent described herein, by

Southern California Edison Company

SCE Trust _, a Delaware statutory trust subsidiary of ours, will issue the ____% Trust Preference Securities, which we refer to herein as the “Trust Preference Securities.” Each Trust Preference Security represents an undivided beneficial interest in the assets of SCE Trust _. The only assets of SCE Trust _ will be the shares of our Series _ Preference Stock, which have substantially the same payment terms as the Trust Preference Securities and which we refer to herein as the “Series _ Preference Shares.” SCE Trust _ can make distributions on the Trust Preference Securities only if we make dividend payments on the Series _ Preference Shares. We will pay dividends on the Series _ Preference Shares when, as, and if declared by our board of directors or a duly authorized committee of the board.

Distributions are payable quarterly in arrears, on ________, ________, ________ and ________ of each year, beginning on ________, at an annual rate of ____%. SCE Trust _ will pay distributions on the Trust Preference Securities only from the proceeds, if any, of dividends it receives from us on the Series _ Preference Shares. Distributions on the Trust Preference Securities, and dividends on the Series _ Preference Shares, will be cumulative from ________.

Neither the Trust Preference Securities nor the Series _ Preference Shares have a maturity date. At our option, at any time, or from time to time, on or after __________, we may redeem the Series _ Preference Shares, in whole or in part, at 100% of their liquidation preference, plus accrued and unpaid dividends, if any. In addition, the Series _ Preference Shares may be redeemed, in whole, but not in part, at any time prior to __________ if certain changes in tax or investment company law or interpretation occur and certain other conditions are satisfied. Upon any redemption of the Series _ Preference Shares, a corresponding amount of Trust Preference Securities will be redeemed.

The Series _ Preference Shares will rank equally with other series of our preference stock, including our outstanding Series A, B, C, D, E and F Preference Stock, junior to our cumulative preferred stock and our secured and unsecured debt, and senior to our common stock. The Trust Preference Securities will effectively have the same ranking as the Series _ Preference Shares as described in this prospectus.

We will guarantee the Trust Preference Securities to the extent described in this prospectus.

The Trust Preference Securities will not have any voting rights, except as set forth in this prospectus.

Application will be made to list the Trust Preference Securities on the New York Stock Exchange under the symbol “SCE PR _”. If approved for listing, we expect the Trust Preference Securities will begin trading on the New York Stock Exchange within 30 days after __________.

Investing in the Trust Preference Securities involves risks. See “Risk Factors” beginning on page 8.



	Per Trust Preference Security	Total ⁽²⁾
Public offering price ⁽¹⁾
Underwriting discounts and commissions to be paid by Southern California Edison
Proceeds to SCE Trust _ before expenses


(1)	Plus accrued distributions, if any, from __________.


(2)	The underwriters may also purchase up to an additional ________ Trust Preference Securities at the public offering price within 30 days of the date of this prospectus in order to cover over-allotments, if any.

The underwriters expect that the Trust Preference Securities will be delivered in global form through the book-entry delivery system of The Depository Trust Company on or about __________

The date of this Prospectus is __________

We are responsible for the information contained and incorporated by reference in this prospectus and in any related free writing prospectus we prepare or authorize. We have not, and the underwriters have not, authorized anyone to provide you with any other information, and neither we nor the underwriters take any responsibility for any other information that others may provide you. Neither we nor the underwriters are making an offer to sell the Trust Preference Securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, any such free writing prospectus and the documents incorporated by reference herein and therein is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

TABLE OF CONTENTS

Prospectus




	Page
ABOUT THIS PROSPECTUS	1

FORWARD-LOOKING STATEMENTS	2

SUMMARY	3

RISK FACTORS	6

SCE TRUST _	8

SOUTHERN CALIFORNIA EDISON COMPANY	9

USE OF PROCEEDS	10

RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED EQUITY DIVIDENDS	11

DESCRIPTION OF THE TRUST PREFERENCE SECURITIES	12

DESCRIPTION OF THE SERIES F PREFERENCE SHARES	21

DESCRIPTION OF THE GUARANTEE	25

RELATIONSHIP AMONG THE TRUST PREFERENCE SECURITIES, THE SERIES _ PREFERENCE SHARES AND THE GUARANTEE	27

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	28

CERTAIN ERISA CONSIDERATIONS	31

UNDERWRITING	32

EXPERTS	35

VALIDITY OF THE SECURITIES AND GUARANTEE	35

WHERE YOU CAN FIND MORE INFORMATION	36

ABOUT THIS PROSPECTUS

References in this prospectus to “Southern California Edison,” “we,” “us,” and “our” mean Southern California Edison Company, a California corporation, and references to the “Issuer” mean SCE Trust _. In this prospectus, we refer to the ___% Trust Preference Securities being issued by SCE Trust _, which are offered hereby, as the “Trust Preference Securities.” We refer to the Series _ Preference Stock being issued by us to SCE Trust _ (but not offered hereby) as the “Series _ Preference Shares.” We refer to our cumulative preferred stock as “cumulative preferred stock.” We refer to our cumulative preferred stock and preference stock (including the Series _ Preference Shares) together as “preferred equity.”

FORWARD-LOOKING STATEMENTS

This prospectus and the documents it incorporates by reference contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect our current expectations and projections about future events based on our knowledge of present facts and circumstances and assumptions about future events and include any statement that does not directly relate to a historical or current fact. In this prospectus and elsewhere, the words “expects,” “believes,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “probable,” “may,” “will,” “could,” “would,” “should,” and variations of such words and similar expressions, or discussions of strategy or of plans, are intended to identify forward-looking statements. Such statements necessarily involve risks and uncertainties that could cause actual results to differ materially from those anticipated. Some of the risks, uncertainties and other important factors that could cause results to differ, or that otherwise could impact us, include, but are not limited to:


•	our ability to recover costs in a timely manner from our customers through regulated rates;


•	decisions and other actions by the California Public Utilities Commission, the Federal Energy Regulatory Commission and other regulatory authorities, and delays in regulatory actions;


•	possible customer bypass or departure due to technological advancements or cumulative rate impacts that make self-generation or use of alternative energy sources economically viable;

•

the risks inherent in the construction of transmission and distribution infrastructure replacement and expansion projects, including those related to project site identification, public opposition, environmental mitigation, construction, permitting, power curtailment costs (payments due under power contracts in the event there is insufficient transmission to enable the acceptance of power delivery), and governmental approvals; and


•	risks associated with the operation of transmission and distribution assets and nuclear and other power generating facilities, including operating risks; nuclear fuel storage issues; public safety issues; failure, availability, efficiency, output, cost of repairs and retrofits of equipment; and availability and cost of spare parts;


•	environmental laws and regulations, both at the state and federal levels, or changes in the application of those laws, that could require additional expenditures or otherwise affect the cost and manner of doing business;


•	the cost of capital and the ability to borrow funds and access capital markets on reasonable terms;


•	the cost and availability of electricity including the ability to procure sufficient resources to meet expected customer needs in the event of nuclear or other power plant outages or significant counterparty defaults under power-purchase agreements;


•	changes in the fair value of investments and other assets;


•	changes in interest rates and rates of inflation, including those rates which may be adjusted by public utility regulators;


•	governmental, statutory, regulatory or administrative changes or initiatives affecting the electricity industry, including the market structure rules applicable to each market and price mitigation strategies adopted by Independent System Operators and Regional Transmission Organizations;


•	availability and creditworthiness of counterparties and the resulting effects on liquidity in the power and fuel markets and/or the ability of counterparties to pay amounts owed in excess of collateral provided in support of their obligations;


•	the cost and availability of labor, equipment and materials;


•	our ability to obtain sufficient insurance, including insurance relating to our nuclear facilities and wildfire-related liability, and to recover the costs of such insurance;


•	our ability to recover uninsured losses in connection with wildfire-related liability;


•	effects of legal proceedings, changes in or interpretations of tax laws, rates or policies, and changes in accounting standards;


•	potential for penalties or disallowances caused by non-compliance with applicable laws and regulations;


•	cost and availability of coal, natural gas, fuel oil, and nuclear fuel, and related transportation to the extent not recovered through regulated rate cost escalation provisions or balancing accounts;


•	the cost and availability of emission credits or allowances for emission credits;


•	transmission congestion in and to each market area and the resulting differences in prices between delivery points;


•	our ability to provide sufficient collateral in support of hedging activities and power and fuel purchased;


•	risks that competing transmission systems will be built by merchant transmission providers in our service area. • weather conditions and natural disasters;

Additional information about risks and uncertainties, including more detail about the factors described above, is included in our Annual Report on Form 10-K for the year ended December 31, 2011 and our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed subsequent to that date. Forward-looking statements speak only as of the date they are made and we are not obligated to publicly update or revise forward-looking statements.

SUMMARY

The following summary is qualified in its entirety by and should be read together with the more detailed information and audited financial statements, including the related notes, contained or incorporated by reference in this prospectus.

Southern California Edison Company

Southern California Edison is an investor-owned electric utility company primarily engaged in the business of supplying electricity in a 50,000 square mile service area in coastal, central, and southern California, excluding the City of Los Angeles and certain other cities. We own and operate transmission and distribution facilities and hydroelectric, coal, natural gas, and nuclear power plants for the purpose of serving our customers’ electricity needs. In addition to power provided from our own generating resources, we procure power from a variety of sources including other utilities, merchant generators, and other non-utility generators. Based in Rosemead, California, Southern California Edison was incorporated in California in 1909, and had assets of $42 billion as of June 30, 2012.

SCE Trust _

SCE Trust _, which we refer to herein as the “Issuer,” is a Delaware statutory trust. It was created for the purpose of issuing and selling the ___% Trust Preference Securities, which we refer to herein as the “Trust Preference Securities,” and engaging in other transactions described in this prospectus. We will own all the Issuer’s common securities. The Issuer’s trustees (named in “SCE Trust _” below) will conduct the business affairs of the Issuer.

The Trust Preference Securities

Each of the Trust Preference Securities will represent an undivided beneficial ownership interest in the assets of the Issuer.

The Issuer will sell the Trust Preference Securities to the public and its common securities to us. The Issuer will use the proceeds from those sales to purchase aggregate liquidation preference of our _.___% Series _ Preference Stock, which we refer to herein as the “Series _ Preference Shares.” We will pay dividends on the Series _ Preference Shares when, as, and if declared by our board of directors or a duly authorized committee of the board at the same rate and on the same dates as the Issuer makes distribution payments on the Trust Preference Securities. The Issuer will use the payments, if any, it receives on the Series _ Preference Shares to make the corresponding payments on the Trust Preference Securities.

Distributions on the Trust Preference Securities

If you purchase Trust Preference Securities, you will be entitled to receive cash distributions on the Trust Preference Securities at an annual rate of _.___% of the liquidation amount of $__ per Trust Preference Security quarterly, in arrears, on ______, ______, ______ and ______ of each year, beginning on __________, subject to the Issuer receiving dividend payments on the Series _ Preference Shares. Distributions on the Trust Preference Securities are cumulative from ______.

Redemption of the Trust Preference Securities

The Trust Preference Securities do not have a maturity date and will remain outstanding indefinitely, unless we decide to redeem the Series _ Preference Shares. Upon any redemption of the Series _ Preference Shares, the Issuer will use the cash it receives to redeem a corresponding amount of Trust Preference Securities. The Series _ Preference Shares are not required to be redeemed by us at any time, but may be redeemed, (i) at our option, in whole or in part, at any time, or from time to time, on or after _____ __,____, and (ii) in whole, but not in part, at any time prior to _____ __,____ if certain changes in tax or investment company law or interpretation occur and certain other conditions are satisfied. If the Series _ Preference Shares are redeemed in whole, we may also redeem all of the common securities of the Issuer. For a description of our rights to redeem the Series _ Preference Shares, see “Description of the Series _ Preference Shares—Redemption” below.

Liquidation of the Issuer and Distribution of Series _ Preference Shares to Holders

We may dissolve the Issuer at any time. If we dissolve the Issuer, after the Issuer satisfies all of its liabilities as required by law, the Issuer’s trustees will:


•	distribute the Series _ Preference Shares (or depositary shares in lieu thereof) to the holders of the Trust Preference Securities; or


•	pay the liquidation amount of the Trust Preference Securities, plus any accrued and unpaid dividends, if any, to the payment date, in cash, out of the assets of the Issuer.

Upon dissolution, the Issuer’s administrative trustees may choose to (i) distribute the Series _ Preference Shares directly, and cash in lieu of fractional shares, or (ii) distribute depositary shares each representing a ____ interest in a Series _ Preference Share. See “Description of the Trust Preference Securities—Optional Liquidation of the Issuer and Distribution of the Series _ Preference Shares” below.

Voting Rights

Holders of the Trust Preference Securities will have no voting rights, except the limited rights discussed in “Description of the Trust Preference Securities—Voting Rights” below.

Tax Treatment

Distributions constituting dividend income received by an individual U.S. holder in respect of the Trust Preference Securities before January 1, 2013 will generally represent “qualified dividend income,” which will be subject to U.S. federal income taxation at a maximum rate of 15% (or a lower rate for individuals in certain tax brackets). In addition, distributions on the Trust Preference Securities constituting dividend income paid to holders that are U.S. corporations will generally qualify for the dividends-received deduction. The availability of the reduced dividend tax rate and the dividends-received deduction are subject to certain exceptions for short-term and hedged positions and other applicable limitations. Each investor should consult its tax advisor in light of its particular circumstances. For further discussion of the tax consequences relating to the Trust Preference Securities, see “Material U.S. Federal Income Tax Considerations” below.

Listing

Application will be made to list the Trust Preference Securities on the New York Stock Exchange under the Symbol “SCE PR _”. If approved for listing, we expect the Trust Preference Securities will begin trading on the New York Stock Exchange within 30 days after ________.

The Series _ Preference Shares

Dividends on the Series _ Preference Shares

We will pay dividends on the Series _ Preference Shares when, as, and if declared by our board of directors or a duly authorized committee of the board. Dividends on the Series _ Preference Shares will be payable quarterly in arrears on ________, ________, __________ and ________ of each year, beginning on ______________________, at an annual rate of _.___%. Dividends on the Series _ Preference Shares are cumulative from ____________.

Redemption of the Series _ Preference Shares

The Series _ Preference Shares do not have a maturity date, and we are not required to redeem the Series _ Preference Shares. Accordingly, the Series _ Preference Shares will remain outstanding indefinitely unless we decide to redeem them. We may redeem the Series _ Preference Shares (i) at our option, in whole or in part, at any time, or from time to time, on or after ________, and (ii) in whole, but not in part, at any time prior to _________ if certain changes in tax or investment company law or interpretation occur and certain other conditions are satisfied. There will be no sinking fund for the redemption or purchase of the Series _ Preference Shares or the Trust Preference Securities. Neither holders of the Trust Preference Securities nor any holder of the Series _ Preference Shares will have the right to require the redemption of the Series _ Preference Shares.

Ranking of the Series _ Preference Shares

Liquidation Preference

If we liquidate, dissolve or wind up, the holders of the Series _ Preference Shares outstanding at such time will be entitled to receive 100% of the aggregate liquidation preference of the Series _ Preference Shares, plus an amount equal to accrued and unpaid dividends, if any, before any distribution of assets is made to holders of our common stock.

Voting Rights

Any holder of the Series _ Preference Shares will only be entitled to the limited voting rights provided in the certificate of determination of preferences establishing the Preferences Shares and as required by California law. See “Description of the Series _ Preference Shares—Voting Rights” below.

Issuance of Senior Shares

As long as any Series _ Preference Shares are outstanding, we do not intend to issue any shares of capital stock ranking senior to the Series _ Preference Shares with respect to payment of dividends and distribution of our assets upon our liquidation, dissolution or winding up.

Conversion Rights

The Series _ Preference Shares will not be convertible into shares of any other class or series of our capital stock or any other security.

Guarantee by Southern California Edison

We will fully and unconditionally guarantee payment of amounts due under the Trust Preference Securities on a subordinated basis and to the extent the Issuer has funds available for payment of those amounts. We refer to this obligation as the “Guarantee.” However, the Guarantee does not cover payments if the Issuer does not have sufficient funds to make the distribution payments, including, for example, if we have failed to pay to the Issuer dividends on the Series _ Preference Shares.

We are also obligated to pay the expenses and other obligations of the Issuer, other than its obligations to make payments on the Trust Preference Securities.

We will also grant each holder of the Trust Preference Securities the right to institute a proceeding directly against us for enforcement of the rights of a holder of the Series _ Preference Shares. We refer to this right herein as the “right of direct action.” For purposes of the right of direct action, each Trust Preference Security you hold represents a 1/___ interest in a Series _ Preference Share, and you can enforce the right of direct action only to the extent of an interest in Series _ Preference Shares corresponding to the aggregate liquidation amount of the Trust Preference Securities you hold. See “Description of the Guarantee—Right of Direct Action” below.

Use of Proceeds

The Issuer will use all the proceeds from the sale of (i) the Trust Preference Securities to investors and (ii) the common securities to us to purchase the Series _ Preference Shares from us.

We currently expect to use the net proceeds from the sale of Series _ Preference Shares to the Issuer for general corporate purposes.

RISK FACTORS

Investing in the Trust Preference Securities involves risk. You should be aware of and carefully consider the following risk factors and the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2011 (which is incorporated by reference in this prospectus). New risks may emerge at any time, and we cannot predict such risks or estimate the extent to which they may affect our financial performance. You should also read and consider all of the other information provided or incorporated by reference in this prospectus before deciding whether or not to purchase any of the Trust Preference Securities. See “Forward-Looking Statements” above and “Where You Can Find More Information” below.

The Series _ Preference Shares and the Guarantee are subordinated to our secured and unsecured debt and cumulative preferred stock.

Our obligations to make dividend payments on the Series _ Preference Shares or payments made under the Guarantee will rank junior to all of our secured and unsecured debt and the rights of holders of our cumulative preferred stock to receive dividends. This means that we cannot make any payments on the Series _ Preference Shares or the Guarantee if we are in default on a payment of our secured or unsecured debt or have not paid dividends on our cumulative preferred stock. This could impact the distribution payments you receive as a holder of the Trust Preference Securities, because the Issuer will pay distributions on the Trust Preference Securities only from the proceeds, if any, of dividends received on the Series _ Preference Shares.

In addition, the holders of our secured and unsecured debt and cumulative preferred stock will have prior rights with respect to any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding up of our company. This may have the effect of reducing the amount of proceeds in connection with any insolvency, liquidation, reorganization or other winding up of our company paid to the Issuer as holder of the Series F Preference Shares and available to holders of the Trust Preference Securities. Although we do not intend to issue any additional shares of capital stock ranking senior to the Series _ Preference Shares as long as any Series _ Preference Shares are outstanding, none of the certificate of determination, the Guarantee, the Declaration of Trust (as defined below) or any other document applicable to this offering limits our ability to issue any additional shares of capital stock ranking senior to the Series _ Preference Shares, provided we have received the required consent from holders of our preference stock. In addition, none of the certificate of determination, the Guarantee, the Declaration of Trust (as defined below) or any other document applicable to this offering limits our ability to incur additional secured and unsecured debt.

The Issuer cannot make payments on the Trust Preference Securities unless we make dividend payments on the Series _ Preference Shares. We are not required to pay holders of the Trust Preference Securities under the Guarantee if the Issuer does not have cash available.

The Issuer’s ability to make timely distribution, redemption or liquidation payments on the Trust Preference Securities is solely dependent on our making the corresponding payments on the Series _ Preference Shares. We will pay dividends on the Series _ Preference shares only when, as, and if declared by our board of directors or a duly authorized committee of the board. In addition, the Guarantee only guarantees that we will make dividend, redemption and liquidation payments to holders of the Trust Preference Securities if the Issuer has funds available to make the payments but fails to do so. If the Issuer fails to make payments under the Trust Preference Securities because we have failed to make the corresponding payments under the Series _ Preference Shares, you will not be able to rely upon the Guarantee for payment.

The Trust Preference Securities may be redeemed at any time on or after ________, or at any time prior to ________ following the occurrence of certain changes to tax and investment company law or interpretation.

We may redeem the Series _ Preference Shares (i) at our option, in whole or in part, at any time, or from time to time, on or after ________, and (ii) in whole, but not in part, at any time prior to ________ if

certain changes in tax or investment company law or interpretation occur and certain other conditions described in “Description of the Series _ Preference Shares—Redemption” are satisfied. Upon any redemption of the Series _ Preference Shares, the institutional trustee will use the cash it receives to redeem a corresponding amount of Trust Preference Securities. You might not be able to reinvest the money you receive upon redemption of the Trust Preference Securities at the same rate as the rate of return on the Trust Preference Securities.

Holders of the Trust Preference Securities have limited voting rights.

As a holder of the Trust Preference Securities, you will not have any voting rights, except in certain limited circumstances as described under “Description of the Preference Shares—Voting Rights” below. Accordingly, holders of Trust Preference Securities may have no voting rights with respect to certain matters upon which a holder of our common stock or cumulative preferred stock may be entitled to vote. In addition, you will not be entitled to vote to appoint, remove or replace any administrative trustee, nor, except in limited cases, appoint, remove or replace the institutional trustee or the Delaware trustee, all of which will be otherwise appointed, removed or replaced by us.

Ratings on the Trust Preference Securities could be lowered.

We expect that Moody’s Investors Service, Standard & Poor’s Ratings Services and Fitch Ratings will assign ratings to the Trust Preference Securities. Generally, rating agencies base their ratings on such material and information, and such of their own investigative studies and assumptions, as they deem appropriate. A rating is not a recommendation to buy, sell or hold the Trust Preference Securities, and there is no assurance that any rating will apply for any given period of time or that a rating may not be adjusted or withdrawn. A downgrade or potential downgrade in these ratings, the assignment of a new rating that is lower than existing ratings, or a downgrade or potential downgrade in ratings assigned to us, our subsidiaries or any of our securities could adversely affect the trading price and liquidity of the Trust Preference Securities.

Rating agencies may change rating methodologies.

The rating agencies that currently or may in the future publish a rating for us or the Trust Preference Securities may from time to time in the future change the methodologies that they use for analyzing securities with features similar to the Trust Preference Securities. This may include, for example, changes to the relationship between ratings assigned to an issuer’s senior securities and ratings assigned to securities with features similar to the Trust Preference Securities, which is sometimes called “notching.” If the rating agencies change their practices for rating these securities in the future, and the ratings of the Trust Preference Securities are subsequently lowered or “notched” further, the trading price and liquidity of the Trust Preference Securities could be adversely affected.

An active trading market for the Trust Preference Securities may not develop.

Prior to this offering, there has been no public market for the Trust Preference Securities. We will apply to have the Trust Preference Securities listed on the New York Stock Exchange. If approved for listing, we expect the Trust Preference Securities will begin trading on the New York Stock Exchange within 30 days of their original issue date of ________. Listing of the Trust Preference Securities on the New York Stock Exchange does not guarantee that a trading market for the Trust Preference Securities will develop, or if a trading market for the Trust Preference Securities does develop, the depth of the market or the ability of holders to sell their Trust Preference Securities easily. Although the underwriters have indicated that they intend to make a market in the Trust Preference Securities, as permitted by applicable laws and regulations, they are not obligated to do so and may discontinue that market-making activity at any time without notice. Accordingly, neither we nor the Issuer can assure you that an active trading market will develop or be sustained or that you will be able to sell the Trust Preference Securities.

There may be no trading market for the Series _ Preference Shares (or depositary shares in lieu thereof) if the Issuer distributes them to you under certain circumstances.

The Series _ Preference Shares will initially be held by the Issuer and, under certain circumstances, may be distributed directly to you or as depositary shares in lieu thereof. There is no established trading market for the Series _Preference Shares, and neither they nor any depositary shares in lieu thereof will be listed on any securities exchange. As a result, if the Series _ Preference Shares (or depositary shares in lieu thereof) are distributed to holders of the Trust Preference Securities, under certain circumstances, neither we nor the Issuer can assure you that an active trading market will develop or be sustained or that you will be able to sell the Series _ Preference Shares (or depositary shares in lieu thereof). Although the underwriters have indicated that they intend to make a market in the Series _ Preference Shares (or depositary shares in lieu thereof) if they are distributed to holders of the Trust Preference Securities, as permitted by applicable laws and regulations, they are not obligated to do so and may discontinue that market-making activity at any time without notice.

SCE TRUST _

We created the Issuer as a Delaware statutory trust on ________. Before the Trust Preference Securities are issued, the original trust agreement of the Issuer, dated ________, as amended on ________ [and ________], will be amended and restated in its entirety (the “Declaration of Trust”) substantially in the form which has been filed as an exhibit to a Current Report on Form 8-K filed by us on the date hereof and which is incorporated by reference in this prospectus.

The Issuer exists solely to:


•	issue and sell the Trust Preference Securities offered hereby to the public;


•	issue and sell its common securities to us;


•	use the proceeds from the sale of the Trust Preference Securities and common securities to purchase the Series _ Preference Shares;


•	distribute the cash payments it receives, if any, on the Series _ Preference Shares it owns to the holders of the Trust Preference Securities and common securities; and


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

The Issuer will own only the Series _ Preference Shares. The terms of the dividends payable, if any, on the Series _ Preference Shares will be substantially the same as the terms of the distributions payable, if any, on the Trust Preference Securities. The only source of funds for the Issuer will be any dividends it receives from us on the Series _ Preference Shares. The Issuer will use these funds, if any, to make any cash distributions due to holders of the Trust Preference Securities.

We will purchase all of the common securities of the Issuer. The common securities will represent an aggregate liquidation amount equal to $10,000. The common securities will have terms substantially identical to, and will rank equal in priority of payment of dividends with, but junior in priority of payment of liquidations and redemptions to, the Trust Preference Securities.

Under certain circumstances, we may redeem the Series _ Preference Shares that we sold to the Issuer. If this happens, the Issuer will redeem a corresponding amount of the Trust Preference Securities that it sold to the public. If the Series _ Preference Shares are redeemed in whole, we may also redeem all of the common securities of the Issuer we hold.

Under certain circumstances, we may dissolve the Issuer and cause the corresponding Series _ Preference Shares to be distributed to the holders of the Trust Preference Securities. If this happens, owners of such Trust Preference Securities will no longer have any interest in the Issuer and will own only the corresponding Series _ Preference Shares we initially issued to the Issuer. The Issuer’s administrative trustees may choose to (i) distribute the Series _ Preference Shares directly, and cash in lieu of fractional shares, or (ii) distribute depositary shares each representing a _____ interest in a Series _ Preference Share. See “Description of the Trust Preference Securities—Optional Liquidation of the Issuer and Distribution of the Series _ Preference Shares” below.

We have appointed five trustees to conduct the Issuer’s business and affairs:


•	The Bank of New York Mellon Trust Company, N.A., as the “institutional trustee;”


•	BNY Mellon Trust of Delaware, as the “Delaware trustee;” and


•	Robert C. Boada, Michael A. Henry and George T. Tabata, each an officer or employee of ours, as the “administrative trustees.”

The duties and obligations of each trustee are governed by the Declaration of Trust. Except as otherwise expressly provided in the Declaration of Trust, only we can remove, replace or change the number of trustees.

We will pay all fees and expenses related to the Issuer and the offering of the Trust Preference Securities and will pay all ongoing costs and expenses of the Issuer, except the Issuer’s payment obligations with respect to the Trust Preference Securities and common securities.

The Issuer has no independent operations and exists solely for the reasons summarized above. The Issuer will not be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The principal offices of the Issuer are located at 2244 Walnut Grove Avenue, Rosemead, California 91770, and the telephone number of the Issuer is (626) 302-1212.

SOUTHERN CALIFORNIA EDISON COMPANY

For more information on Southern California Edison and its subsidiaries, see the documents incorporated by reference into this prospectus described under “Where You Can Find More Information” below.

USE OF PROCEEDS

The Issuer will use all the proceeds from the sale of (i) the Trust Preference Securities to investors and (ii) the common securities to us to purchase the Series _ Preference Shares from us.

We currently expect to use the net proceeds from the sale of the Series _ Preference Shares to the Issuer for general corporate purposes.

RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED EQUITY DIVIDENDS

The following table sets forth the ratio of Southern California Edison’s earnings to combined fixed charges and preferred equity dividends, and the ratio of Southern California Edison’s earnings to fixed charges, for each year in the five-year period ended December 31, 2011 and for the six months ended June 30, 2012.




	Year Ended December 31,					Six Months Ended June 30,
	2007	2008	2009	2010	2011	2012
Ratio of Earnings to Combined Fixed Charges and Preferred Equity Dividends	2.89	2.92	3.71	3.57	3.70	2.62
Ratio of Earnings to Fixed Charges	3.35	3.42	4.30	4.10	4.34	3.20

DESCRIPTION OF THE TRUST PREFERENCE SECURITIES

Set forth below is a description of the particular terms of the Trust Preference Securities being offered by the Issuer. The following description is a summary and it does not describe every aspect of the Trust Preference Securities. The Declaration of Trust to be entered into by Southern California Edison and the Issuer’s trustees, the form of which has been filed as an exhibit to the registration statement of which this prospectus forms a part, contains the full legal text of the matters described in this section. This summary is qualified by the Declaration of Trust. Therefore, you should read carefully the detailed provisions of the Declaration of Trust.

General

The Declaration of Trust for the Issuer authorizes the administrative trustees to issue the Trust Preference Securities and the common securities (together, the “Trust Securities”) on behalf of the Issuer.

The Trust Securities represent undivided beneficial interests in the assets of the Issuer. All of the common securities will be owned, directly or indirectly, by us. The common securities will rank equally as to distributions with the Trust Preference Securities, and quarterly distribution payments will be made on the common securities on a ratable basis, with the Trust Preference Securities.

The Declaration of Trust does not permit the Issuer to issue any securities other than the Trust Securities or to incur any indebtedness. Under the Declaration of Trust, the institutional trustee will hold title to the Series _ Preference Shares purchased by the Issuer for the benefit of the holders of the Trust Securities.

The Trust Preference Securities will be issued in the amount, at the price and on terms that are substantially the same as the terms of the corresponding Series _ Preference Shares.

We will guarantee the Trust Preference Securities to the extent described below under “Description of the Guarantee.” The guarantee agreement executed for the benefit of the holders of the Trust Preference Securities will be a guarantee on a subordinated basis with respect to the related Trust Preference Securities. However, such guarantee will not guarantee payment of distributions or amounts payable on redemption or liquidation of such Trust Preference Securities when the Issuer does not have funds available to make such payments. See “Description of the Guarantee” below.

We will also grant each holder of the Trust Preference Securities the right to institute a proceeding directly against us for enforcement of the rights of a holder of the Series _ Preference Shares. We refer to this right herein as the “right of direct action.” For purposes of the right of direct action, each Trust Preference Security you hold represents a 1/100 ^th interest in a Series _ Preference Share, and you can enforce the right of direct action only to the extent of an interest in Series _ Preference Shares corresponding to the aggregate liquidation amount of the Trust Preference Securities you hold. See “Description of the Guarantee—Right of Direct Action” below.

Distributions

The Issuer can pay distributions on the Trust Preference Securities only from the proceeds, if any, of dividends it receives from us on the Series _ Preference Shares. Distributions on the Trust Preference Securities will be payable quarterly in arrears, on ________, ________, ________ and ________ of each year, beginning on ____________, at an annual rate of ____% of the liquidation amount of $__ per Trust Preference Security, subject to the Issuer receiving dividend payments on the Series _ Preference Shares. Distributions are cumulative and will accrue from ____________. If any distribution date is not a business day (as defined below), then that distribution date will be postponed until the next day that is a business day, without any increase in the amount of distributions payable as a result of such postponement.

Notwithstanding the foregoing, holders of the Trust Preference Securities will not be entitled to any distributions in excess of full cumulative distributions. No interest, distributions or sum of money in lieu thereof will be payable in respect of any distribution payment or payments on the Trust Preference Securities which may be in arrears.

On each distribution date, the Issuer will use the dividend payments, if any, it receives on the Series _ Preference Shares to make the applicable distribution payment to the holders of the Trust Preference Securities on the related record date. As long as the Trust Preference Securities remain in book-entry form, the record dates for the Trust Preference Securities will be one business day prior to the relevant distribution date. For purposes of this prospectus, a “business day” means any weekday that is not a legal holiday in New York, New York and is not a day on which banking institutions in New York, New York or Los Angeles, California are closed. If the Trust Preference Securities are not in book-entry form, the record date will be the 1 ^st of the month in which the relevant distribution date occurs. Distributions that are not paid on a particular distribution date as a result of our having failed to make a dividend payment under the Series F Preference Shares will be payable to the holders of the Trust Preference Securities on the record date applicable to the actual distribution date on which such distributions are paid.

The period beginning on and including ____________, and ending on but excluding ____________. The first distribution date, and each subsequent period beginning on and including a distribution date and ending on but excluding the next distribution date is called a “distribution period.” The amount of distributions payable for any distribution period will be computed on the basis of a 360-day year consisting of twelve 30-day months; provided that the amount of distributions payable for the initial distribution period and any period shorter than a full distribution period will be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in the period. Dollar amounts payable to a holder resulting from that calculation will be rounded to the nearest cent, with one-half cent or greater being rounded upward.

Redemption

The Trust Preference Securities do not have a maturity date, and the Issuer is not required to redeem the Trust Preference Securities except in connection with a redemption of the Series _ Preference Shares. Accordingly, the Trust Preference Securities will remain outstanding indefinitely, unless we decide to redeem the Series _ Preference Shares. The Series _ Preference Shares may be redeemed (i) at our option, in whole or in part, at any time, or from time to time on or after ____________, and (ii) in whole, but not in part, at any time before ____________ within 90 days after certain changes in tax or investment company law or interpretation occur and certain other conditions are satisfied. For a description of our rights to redeem the Series _ Preference Shares, see “Description of the Series _ Preference Shares—Redemption” below.

If the Series _ Preference Shares are redeemed, in whole or in part, at any time or from time to time, the institutional trustee will apply the proceeds from that payment to redeem a corresponding aggregate liquidation amount of Trust Preference Securities. The Trust Preference Securities will be redeemed at a price equal to $__ per Trust Preference Security, plus accrued and unpaid distributions, if any, to the redemption date. If the Series _ Preference Shares are redeemed in whole, we may also redeem all of the common securities of the Issuer we hold.

In the case of Trust Preference Securities held by the Depository Trust Company (or any successor) (“DTC”) or its nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of DTC or its nominee. The specific procedures relating to the redemption of the Trust Preference Securities are set forth immediately below.

Redemption Procedures

Because the Trust Preference Securities will be issued in the form of global securities held by DTC, the following description relates to the procedures applicable to the redemption of global securities. Please read “—Book-Entry, Delivery and Form” for more information about global securities.

The Issuer’s institutional trustee will give each holder of the Trust Preference Securities at least 30, but not more than 60 days’ notice of any redemption of the Trust Preference Securities, which notice will be irrevocable. If the Issuer’s institutional trustee gives a notice of redemption of the Trust Preference Securities, then by 12:00 noon, New York City time, on the redemption date, the institutional trustee will deposit irrevocably with DTC or its nominee funds sufficient to pay the applicable redemption price to the extent we have paid the institutional trustee a sufficient amount of cash in connection with the related redemption of the corresponding Series _ Preference Shares. The institutional trustee will also give DTC irrevocable instructions and authority to pay the redemption price to the holders of such Trust Preference Securities.

If notice of redemption has been given and funds deposited as required, then, effective on the date of such deposit, distributions will cease to accrue on the Trust Preference Securities called for redemption and all rights of the holders of such Trust Preference Securities so called for redemption will cease, except the right of the holders of such Trust Preference Securities to receive the redemption price, but without interest on such redemption price.

Subject to applicable law including, without limitation, United States federal securities law, we or our affiliates may at any time, or from time to time, purchase outstanding Trust Preference Securities by tender, in the open market or by private agreement and none of these purchases will be deemed redemptions in respect of the Trust Preference Securities for purposes of the Issuer’s Declaration of Trust.

Payment of the redemption price on the Trust Preference Securities and any distribution or exchange of Series _ Preference Shares to holders of the Trust Preference Securities will be made to the applicable record holders thereof as they appear on the register for such Trust Preference Securities on the relevant record date, which will be, in the case of redemption, so long as the Trust Preference Securities are in book-entry form, one business day before the redemption date, or in the case of liquidation, the liquidation date. There will be no sinking fund for the redemption of the Trust Preference Securities.

Liquidation Distribution upon Dissolution

This prospectus refers to any voluntary or involuntary liquidation, dissolution, winding-up or termination of a trust as a “liquidation.” Upon the liquidation of the Issuer, the holders of the Trust Preference Securities will be entitled to receive 100% of the liquidation amount of their securities, plus accrued and unpaid distributions, if any, to the date of payment. However, such holders will not receive such distribution if we instead distribute on a ratable basis to the holders of the Trust Preference Securities the Series _ Preference Shares (or depositary shares in lieu thereof) in an aggregate liquidation preference equal to the aggregate liquidation amount of, with a dividend rate identical to the distribution rate of, and with accrued and unpaid dividends equal to accrued and unpaid distributions on, the Trust Preference Securities outstanding at such time. See “Optional Liquidation of the Issuer and Distribution of the Series _ Preference Shares” below.

If this distribution can be paid only in part because the Issuer has insufficient assets available to pay in full such aggregate liquidation distribution, then the amounts payable directly by the Issuer on the Trust Preference Securities will be paid on a pro rata basis prior to payment on the common securities.

Pursuant to the Issuer’s Declaration of Trust, the Issuer will dissolve:


•	upon the bankruptcy, dissolution or liquidation of us or the holder of the common securities, if different;


•	upon an election by us to dissolve the Issuer;


•	upon the entry of a decree of a judicial dissolution of the holder of the common securities, us or the Issuer;


•	before the Issuer issues any Trust Securities, without any consent; or


•	when all of the Trust Securities have been called for redemption.

Optional Liquidation of the Issuer and Distribution of the Series _ Preference Shares

We will have the right at any time to elect to dissolve the Issuer by causing the Series _ Preference Shares it holds to be distributed to the holders of the related Trust Securities. If we elect to dissolve the Issuer, then the Series _ Preference Shares will be distributed to the holders of the related Trust Securities in exchange therefor, and thereupon the Issuer will dissolve. The Issuer’s administrative trustees may choose to (i) distribute the Series _ Preference Shares directly, and cash in lieu of fractional shares, or (ii) distribute depositary shares each representing a ___ interest in a Series _ Preference Share.

If the administrative trustees choose to distribute the Series _ Preference Shares directly, each holder of Trust Preference Securities will receive a number of whole Series _ Preference Shares having an aggregate liquidation preference equal to the aggregate liquidation amount of, with a dividend rate identical to the distribution rate of, and accrued and unpaid dividends, if any, equal to accrued and unpaid distributions on, the Trust Preference Securities being exchanged. No fractional shares of Series _ Preference Shares will be issued to holders of the Trust Preference Securities. Instead, each holder will have the right to receive an amount in cash out of the assets of the Issuer equal to the liquidation preference of the fraction of a Series _ Preference Share they are entitled to receive, plus accrued and unpaid dividends, if any, on such fraction of a share to the payment date.

If the administrative trustees choose to distribute depositary shares each representing a ____ interest in a Series _ Preference Share, each holder of Trust Preference Securities will receive a number of depositary shares representing an aggregate liquidation preference of Series _ Preference Shares equal to the aggregate liquidation amount of, with a dividend rate identical to the distribution rate of, and accrued and unpaid dividends, if any, equal to accrued and unpaid distributions on, the Trust Preference Securities being exchanged.

We anticipate that any distribution of Series _ Preference Shares (or depositary shares in lieu thereof) will be through book-entry distribution of interests in one or more global securities under depositary arrangements similar to those applicable to the Trust Preference Securities. See “—Book-Entry, Delivery and Form” below.

After the date of any distribution of the Series _ Preference Shares (or depositary shares in lieu thereof) upon dissolution of the Issuer:


•	The Trust Preference Securities will no longer be deemed to be outstanding;


•	The securities depositary or its nominee, as the record holder of the Trust Preference Securities, will receive a registered global certificate or certificates representing the Series _ Preference Shares (or depositary shares in lieu thereof), and cash in lieu of fractional shares, if applicable, to be delivered upon such distribution; and

•

any certificates representing Trust Preference Securities not held by the depositary or its nominee will be deemed to represent Series _ Preference Shares (or depositary shares in lieu thereof) having an aggregate liquidation preference equal to the aggregate stated liquidation amount of, with a dividend rate identical to the distribution rate of, and accrued and unpaid dividends, if any, equal to accrued and unpaid distributions on, the Trust Preference Securities until such certificates are presented to us or our agent for transfer or reissue.

We do not intend to list the Series _ Preference Shares (or depositary shares in lieu thereof) on any securities exchange upon any such liquidation and distribution of Series _ Preference Shares (or depositary shares in lieu thereof). There can be no assurance as to the market prices or liquidity of the Series _ Preference Shares (or depositary shares in lieu thereof) that may be distributed in exchange for the Trust Preference Securities if a dissolution or liquidation of the Issuer were to occur. This means that the Series _ Preference Shares (or depositary shares in lieu thereof) that an investor may receive if a dissolution and liquidation of the Issuer were to occur may not have an active secondary market and may trade, if at all, at a discount to the price that the investor paid to purchase the Trust Preference Securities.

Under current U.S. federal income tax law, and assuming, as expected, the Issuer is treated as a domestic grantor trust, a distribution of the Series _ Preference Shares (or depositary shares in lieu thereof) in exchange for the Trust Preference Securities would not be a taxable event to you. If, however, the Issuer were subject to U.S. federal income tax with respect to income accrued or received on the Series _ Preference Shares, the distribution of the Series _ Preference Shares (or depositary shares in lieu thereof) by the Issuer would be a taxable event to the Issuer and to you. See “Material U.S. Federal Income Tax Considerations—Classification of the Issuer” below.

Optional Exchange

If at any time, or from time to time, we or any of our affiliates are a holder of the Trust Preference Securities, we or our affiliate, as the case may be, will have the right to deliver to the Issuer’s institutional trustee all or the portion of its Trust Preference Securities as it elects and receive, in exchange therefor, Series _ Preference Shares in an aggregate liquidation preference equal to the aggregate liquidation amount of, with a dividend rate identical to the distribution rate of, and accrued and unpaid dividends, if any, equal to accrued and unpaid distributions on, the Trust Preference Securities. The election (i) will be exercisable effective by the holder delivering to the institutional trustee a written notice of the election (X) specifying the liquidation amount of the Trust Preference Securities with respect to which the election is being made and (Y) the date on which the exchange will occur, which date will not be less than three business days after the receipt by the Issuer’s institutional trustee of the election notice and (ii) will be conditioned upon the holder having delivered or caused to be delivered to the Issuer’s institutional trustee or its designee the Trust Preference Securities which are the subject of the election by 10:00 A.M., New York City time, on the date on which the exchange is to occur. After the exchange, the Trust Preference Securities will be canceled and will no longer be deemed to be outstanding and all rights of the holder with respect to the Trust Preference Securities will cease, including accrued but unpaid distributions thereon, if any. In the event the Trust Preference Securities are book-entry Trust Preference Securities, upon the exchange the Issuer’s institutional trustee, in its capacity as securities registrar, will cause an annotation to be made on the book-entry Trust Preference Securities certificate or certificates evidencing the book-entry Trust Preference Securities to evidence the reduction in the aggregate liquidation amount thereof resulting from the cancellation. If all of the then-outstanding Trust Preference Securities are exchanged, we may also exchange all of the then-outstanding common securities of the Issuer.

Notwithstanding anything else in the Declaration of Trust to the contrary, in order to effectuate the exchanges contemplated above, the Issuer is authorized to execute, deliver and perform, and we, the Issuer’s institutional trustee, Delaware trustee and any administrative trustee, on behalf of the Issuer, acting singly or collectively, is authorized to execute and deliver on behalf of the Issuer, an exchange agreement, cancellation letter, and any and all other documents, agreements, or certificates contemplated by or related to the exchanges in each case without further vote or approval of any other person. For the avoidance of doubt, the exchanges described above will not be deemed redemptions in respect of the Trust Preference Securities or the common securities under the Declaration of Trust.

Consolidation, Merger or Amalgamation of the Issuer

The Issuer may not consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except as described below. The Issuer may, with the consent of its administrative trustees and without the consent of the holders of the Trust Preference Securities, its Delaware trustee, or its institutional trustee, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to another trust, provided that:


•	the successor entity either


•	expressly assumes all of the obligations of the Issuer relating to the Trust Securities; or


•	substitutes for the Trust Preference Securities other successor securities having substantially the same terms as the Trust Preference Securities, so long as those successor securities rank the same

as the Trust Preference Securities regarding distributions and payments upon liquidation, redemption and otherwise;


•	we, as issuer of the Series _ Preference Shares, expressly acknowledge a trustee of the successor entity possessing the same powers and duties as the institutional trustee of the Issuer as the holder of the Series _ Preference Shares;


•	immediately following such merger, consolidation, amalgamation or replacement, the Trust Preference Securities or any successor securities are listed, or any successor securities will be listed upon notification of issuance, on any national securities exchange or with another organization on which the Trust Preference Securities are then listed or quoted, if any;


•	such merger, consolidation, amalgamation or replacement does not cause the Trust Preference Securities, including any successor securities, to be downgraded by any nationally recognized statistical rating organization;


•	such merger, consolidation, amalgamation or replacement does not adversely affect the powers, preferences or special rights of the Trust Securities, including any successor securities, in any material respect, other than in connection with any dilution of the holders’ interest in the new entity;


•	such successor entity has a purpose identical to that of the Issuer;


•	prior to such merger, consolidation, amalgamation or replacement, we have received an opinion of a nationally recognized independent counsel to the Issuer experienced in such matters to the effect that:


•	such merger, consolidation, amalgamation or replacement does not adversely affect the powers, preferences or special rights of the Trust Securities, including any successor securities, in any material respect, other than in connection with any dilution of the holders’ interest in the new entity;


•	following such merger, consolidation, amalgamation or replacement, neither the Issuer nor the successor entity will be required to register as an “investment company” under the Investment Company Act of 1940 (the “Investment Company Act); and


•	following such merger, consolidation, amalgamation or replacement, the Issuer or the successor entity will continue to be classified as a domestic grantor trust for U.S. federal income tax purposes, provided, however that this requirement may be waived by the consent of 100% of the liquidation amount of the Trust Preference Securities; and


•	we or our successor or permitted assign owns all common securities of the successor entity and we guarantee the obligations of the successor entity under the successor securities at least to the extent provided by the Guarantee and the successor entity assumes all obligations of the Issuer with respect to the Issuer’s trustees.

Voting Rights

The holders of the Trust Preference Securities will have no voting rights except as discussed below and in “—Amendment of Declaration of Trust” and “Description of the Guarantee—Amendments and Assignment” and except as provided under the Delaware Statutory Trust Act, Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et seq., as it may be amended from time to time, or any successor legislation and as otherwise required by law and the Declaration of Trust. On any matter as to which voting rights exist, the holders of the Trust Preference Securities will be entitled to one vote for each $__ liquidation amount of Trust Preference Securities they hold.

So long as the institutional trustee receives the tax opinion discussed below, the holders of a majority in aggregate liquidation amount of the Trust Securities have the right to direct the institutional trustee, as holder of the Series _ Preference Shares, to:


•	direct any proceeding for any remedy available to the institutional trustee, or exercising any trust or power conferred on the institutional trustee with respect to the Series _ Preference Shares;


•	consent to any amendment or modification of the Series _ Preference Shares where such consent is required.

Except for directing the time, method and place of conducting a proceeding for a remedy available to the institutional trustee, the institutional trustee will not take any of the actions described in the clauses above unless the institutional trustee receives an opinion of a nationally recognized independent tax counsel experienced in such matters. The opinion must be to the effect that, as a result of such action, the applicable trust will not fail to be classified as a domestic grantor trust for U.S. federal income tax purposes.

Any required approval or direction of holders of the Trust Preference Securities may be given at a separate meeting of holders of the Trust Preference Securities convened for such purpose, at a meeting of all of the holders of Trust Securities or by written consent. The administrative trustees will mail to each holder of record of Trust Preference Securities a notice of any meeting at which such holders are entitled to vote. Each such notice will include a statement setting forth the following information:


•	the date and time of such meeting;


•	a description of any resolution proposed for adoption at such meeting on which such holders are entitled to vote; and


•	instructions for the delivery of proxies.

No vote or consent of the holders of the Trust Preference Securities will be required for the Issuer to redeem and cancel the Trust Preference Securities or distribute the Series F Preference Shares in accordance with the Declaration of Trust.

Despite the fact that holders of the Trust Preference Securities are entitled to vote or consent under the circumstances described above, any Trust Preference Securities that are owned at the time by us or any entity directly or indirectly controlling or controlled by, or under direct or indirect common control with, us, will not be entitled to vote or consent. Instead, these Trust Preference Securities will be treated for purposes of such vote or consent as if they were not outstanding.

Holders of the Trust Preference Securities have no express rights under the Declaration of Trust to appoint or remove the administrative trustees. Instead, under the terms of the Declaration of Trust, these trustees may be appointed, removed or replaced solely by us as the holder of all of the Issuer’s common securities. Holders of the majority of liquidation amount of the Trust Preference Securities may appoint or remove the institutional trustee or Delaware trustee if such trustee is at that time actively enforcing its rights as holder of the Series _ Preference Shares. However, if the institutional trustee or Delaware trustee is not at that time actively enforcing its rights as holder of the Series _ Preference Shares, it may only be appointed or removed by us as holder of all of the Issuer’s common securities.

To the fullest extent permitted by the Delaware Statutory Trust Act, voting and consensual rights with respect to the Issuer available to or in favor of holders or owners of the Trust Preference Securities may be exercised only by a United States Person that is a beneficial owner of the Trust Preference Securities or by a United States Person acting as irrevocable agent with discretionary powers for the beneficial owner of the Trust Preference Securities that is not a United States Person. To the fullest extent permitted by the Delaware Statutory Trust Act, holders that are not United States Persons must irrevocably appoint a United States Person with discretionary powers to act as their agent with respect to such voting and consensual rights. For this purpose, a United States Person is any person treated as a United States person as defined in section 7701(a)(30) of the Internal Revenue Code of 1986, as amended.

Amendment of the Declaration of Trust

The Issuer’s administrative trustees may generally amend the Declaration of Trust without the consent of the holders of the Trust Preference Securities, unless such amendment adversely affects the powers, preferences

or special rights of the Trust Preference Securities in any material respect. Specifically, the administrative trustees may amend the Declaration of Trust to:


•	cure any ambiguity, correct or supplement any provisions in such Declaration of Trust that may be defective or inconsistent with any other provision, or to make any other provisions with respect to matters or questions arising under such Declaration of Trust, which may not be inconsistent with the other provisions of such Declaration of Trust;


•	modify, eliminate or add to any provisions of such Declaration of Trust to such extent as will be necessary to ensure that the Issuer will be classified for U.S. federal income tax purposes as a domestic grantor trust at all times that any Trust Securities are outstanding or to ensure that such trust will not be required to register as an “investment company” under the Investment Company Act;


•	add to our covenants, restrictions or obligations; or


•	modify, eliminate or add to any provision of such Declaration of Trust to such extent as may be reasonably necessary to effectuate any of the foregoing or to otherwise comply with applicable law.

Such amendment may only be made with the consent of the institutional trustee, if the rights, powers, duties, obligations or immunities of the institutional trustee will be adversely affected, and with the consent of the Delaware trustee, if the rights, powers, duties, obligations or immunities of the Delaware trustee will be adversely affected.

If any proposed amendment to the Declaration of Trust provides for, or the administrative trustees otherwise propose to effect:


•	any action that would adversely affect the powers, preferences or special rights of the Trust Securities in any material respect, whether by way of amendment to the Declaration of Trust or otherwise; or


•	dissolution, winding-up or termination of the Issuer other than pursuant to the terms of the Declaration of Trust,

then the holders of the Trust Securities, voting together as a single class, will be entitled to vote on the amendment or proposal. In that case, the amendment or proposal will be effective only if approved by the holders of at least a majority in aggregate liquidation amount of the Trust Securities, voting together as a single class. If, however, any amendment or proposal referred to in the first bullet above would adversely affect the powers, preferences or special rights, in any material respect, of only the Trust Preference Securities or the common securities, then only holders of the affected class will be entitled to vote on such amendment or proposal. Such amendment or proposal will not be effective except with the approval of holders of a majority in liquidation amount of such class of Trust Securities.

Despite the foregoing, no amendment or modification may be made to the Declaration of Trust if the amendment or modification would:


•	cause the Issuer to be characterized as other than a domestic grantor trust for United States federal income tax purposes; or


•	cause the Issuer to be deemed to be an “investment company” that is required to be registered under the Investment Company Act.

Registrar, Transfer Agent and Paying Agent

The institutional trustee initially will be the paying agent for the Trust Preference Securities. The paying agent is permitted to resign as paying agent upon 30 days’ written notice to the administrative trustees,

institutional trustee and to us. If the institutional trustee is no longer the paying agent, the administrative trustees will appoint a successor, which will be a bank or trust company acceptable to us and the institutional trustee, to act as paying agent.

The administrative trustees, or an agent designated by the administrative trustees, will act as registrar and transfer agent for the Trust Preference Securities. Registration of transfers of Trust Preference Securities will be effected without charge by or on behalf of the Issuer, but upon payment of any tax or other governmental charges that may be imposed in connection with any transfer or exchange. The Issuer will not be required to register or cause to be registered the transfer of its Trust Preference Securities after such Trust Preference Securities have been called for redemption.

Information Concerning the Institutional Trustee

The institutional trustee undertakes to perform only the duties as are specifically set forth in the Declaration of Trust. The institutional trustee is under no obligation to exercise any of the powers given it by the Declaration of Trust at the request of the holders of the Trust Preference Securities unless it is offered reasonable security or indemnity against the costs, expenses and liabilities that it might incur. If the institutional trustee is required to decide between alternative courses of action, construe ambiguous provisions in the Declaration of Trust or is unsure of the application of any provision of the Declaration of Trust, and the matter is not one on which the holders of Trust Preference Securities are entitled to vote, then the institutional trustee will take such action as it deems advisable and in the best interests of the holders of the Trust Preference Securities and common securities. In this event, the institutional trustee will have no liability except for its own bad faith, negligence or willful misconduct.

We and certain of our affiliates maintain deposit accounts and banking relationships with the initially appointed institutional trustee.

Miscellaneous

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


•	it will not be required to register as an “investment company” under the Investment Company Act; and


•	it will be classified as a domestic grantor trust for United States federal income tax purposes.

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

The Trust Preference Securities will not be convertible into shares of any other class or series of the Issuer’s capital stock, our capital stock or any other security.

There will be no provisions for any maintenance or sinking funds for any of the Trust Preference Securities.

Registered holders of the Trust Preference Securities have no preemptive or similar rights.

Governing Law

The Declaration of Trust will be governed by and construed in accordance with the laws of the State of Delaware.

Book-Entry, Delivery and Form

The Depository Trust Company (“DTC”) will act as the initial securities depository for the Trust Preference Securities. The Trust Preference Securities will be issued only as fully registered securities registered in the name of Cede & Co., DTC’s nominee, or such other name as may be requested by an authorized representative of DTC.

DTC has advised us that: DTC is a limited purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds and provides asset servicing for over 2 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues and money market instruments from over 85 countries that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC, in turn, is owned by a number of Direct Participants of DTC and members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation and Emerging Markets Clearing Corporation (NSCC, GSCC, MBSCC and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC and the Financial Industry Regulatory Authority, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has Standard & Poor’s highest rating: AAA. The DTC rules applicable to its Direct and Indirect Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

Purchases of Trust Preference Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Trust Preference Securities on DTC’s records. The ownership interest of each actual purchaser of Trust Preference Securities (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners, however, are expected to receive written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the Direct or Indirect Participants through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Trust Preference Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Trust Preference Securities, except in the event that use of the book-entry system for the Trust Preference Securities is discontinued.

To facilitate subsequent transfers, all Trust Preference Securities deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Trust Preference Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Trust Preference Securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Trust Preference Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Redemption notices will be sent to DTC. If less than all of the Trust Preference Securities are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Although voting with respect to the Trust Preference Securities is limited, in those cases where a vote is required neither DTC nor Cede & Co. (nor any other DTC nominee) will itself consent or vote with respect to the Trust Preference Securities, unless authorized by a Direct Participant in accordance with DTC’s procedures. Under its usual procedures, DTC mails an Omnibus Proxy to us as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Trust Preference Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Payments on the Trust Preference Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from us or the paying agent, on the payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the account of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, its nominee or us, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment to Cede & Co. (or such nominee as may be requested by an authorized representative of DTC) is our responsibility, disbursement of such payments to Direct Participants is the responsibility of DTC and disbursement of such payments to the Beneficial Owners is the responsibility of Direct and Indirect Participants.

Except as provided herein, a Beneficial Owner of the Trust Preference Securities will not be entitled to receive physical delivery of the Trust Preference Securities. Accordingly, each Beneficial Owner must rely on the procedures of DTC to exercise any rights under the Trust Preference Securities. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of securities in definitive form. Such laws may impair the ability to transfer beneficial interests in the Trust Preference Securities.

DTC may discontinue providing its services as securities depositary with respect to the Trust Preference Securities at any time by giving us reasonable notice. Under such circumstances, in the event that a successor securities depositary is not obtained, Trust Preference Securities certificates are required to be printed and delivered to the holders of record. Additionally, we may decide to discontinue use of the system of book-entry transfers through DTC (or a successor depositary). In that event, certificates for the Trust Preference Securities will be printed and delivered to the holders of record.

If the Series _ Preference Shares (or depositary shares in lieu thereof) are distributed to holders of the Trust Preference Securities in book-entry form, the DTC will act as the initial securities depository for the Series F Preference Shares (or depositary shares in lieu thereof), and the depositary arrangements described above for the Trust Preference Securities will apply equally to the Series _ Preference Shares (or depositary shares in lieu thereof).

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy thereof. We have no responsibility for the performance by DTC or its Direct or Indirect Participants of their respective obligations as described herein or under the rules and procedures governing their respective operations.

DESCRIPTION OF THE SERIES _ PREFERENCE SHARES

Set forth below is a description of the specific terms of the Series _ Preference Shares in which the Issuer will invest the proceeds from the issuance and sale of the Trust Securities. The Issuer will be the sole holder of the Series _ Preference Shares. The following description is a summary and it does not describe every aspect of the Series _ Preference Shares. Our restated articles of incorporation, which has been filed as an exhibit to the registration statement of which this prospectus is a part and which are incorporated by reference in this prospectus, and a certificate of determination of preferences relating to the Series _ Preference Shares, which has been filed as an exhibit to the registration statement of which this prospectus forms a part, together contain the full legal text of the matters described in this section. This summary is qualified by the restated articles of incorporation and the certificate of determination of preferences. Therefore, you should read carefully the detailed provisions of the restated articles of incorporation, as amended, and the certificate of determination of preferences.

General

The rights, preferences and privileges of the Series _ Preference Shares are established by the restated articles of incorporation. In connection with our sale of the Series _ Preference Shares, our board of directors or a duly authorized committee of the board of directors will adopt, and we will file with the California Secretary of State, a new certificate of determination of preferences to establish the terms of the Series _ Preference Shares.

The restated articles of incorporation authorize our board of directors or a duly authorized committee of our board of directors, from time to time, in one or more series, and without further shareholder action, to provide for the issuance of up to 50,000,000 shares of preference stock, no par value. For each new series of preference stock, the board of directors or a duly authorized committee of our board of directors may fix the number of shares, dividend rights, dividend rate, including fixed and variable rates, conversion rights, voting rights (if any), rights and terms of redemption (including sinking fund provisions), redemption price or prices and voluntary liquidation preferences.

Dividends

Dividends on the Series _ Preference Shares will be payable when, as, and if declared by our board of directors or a duly authorized committee of the board out of funds legally available for the payment of dividends under California law, at an annual rate of ____% of the liquidation preference of $____ per Series _ Preference Share. Dividends on the Series _ Preference Shares are cumulative from ________.

Dividends on the Series _ Preference Shares will be payable quarterly, in arrears, on ________, ________, ________ and ________ of each year, beginning on ________, when, as and if declared by our board of directors or a duly authorized committee of the board. If any of those dates is not a business day, then dividends will be payable on the next succeeding business day (as defined below), without any increase in the dividends payable as a result of such postponement.

Notwithstanding the foregoing, dividends on the Series _ Preference Shares will accrue and will be cumulative, whether or not there are funds legally available for the payment of such dividends and whether or not such dividends are declared. Holders of our Series _ Preference Shares will not be entitled to any dividends in excess of full cumulative dividends. No interest, dividends or sum of money in lieu thereof will be payable in respect of any dividend payment or payments on our Series _ Preference Shares which may be in arrears.

On each dividend date, we will pay the applicable dividend payment, if any, to any holder of the Series _ Preference Shares on the related record date. The record dates for the Series _ Preference Shares will be a date not exceeding 60 days before the applicable payment date as will be fixed by our board of directors or a duly authorized committee of our board. For purposes of this prospectus, a “business day” means any weekday that is not a legal holiday in New York, New York and is not a day on which banking institutions in New York, New York or Los Angeles, California are closed.

The period beginning on and including ______, and ending on but excluding ____________, the first dividend date, and each subsequent period, beginning on and including a dividend date and ending on but excluding the next dividend date is called a “dividend payment period.” Dividends payable on the Series _ Preference Shares for any full dividend payment period will be computed on the basis of a 360-day year consisting of twelve 30-day months; provided that the amount of dividends payable for the initial dividend period and any period shorter than a full dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in the period. Dollar amounts payable to a holder resulting from that calculation will be rounded to the nearest cent, with one-half cent or greater being rounded upward.

The Series _ Preference Shares will rank senior to our common stock with respect to the payment of dividends to the extent provided in the certificate of determination of preferences. As a result, unless dividends have been declared and paid or set apart on the Series _ Preference Shares for the then-current quarterly dividend period and all past quarterly dividend periods, no dividend may be declared or paid or set apart for payment, or distribution made, on our common stock (or on any of our other equity securities that we may issue in the future ranking, as to the payment of dividends, junior to the Series _ Preference Shares), other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, our common stock or any of our other stock ranking junior to the Series _ Preference Shares as to the payment of dividends and the distribution of assets upon our dissolution, liquidation or winding up, nor may any shares of our common stock (or on any of our other equity securities that we may issue in the future ranking, as to the payment of dividends, junior to the Series _ Preference Shares) be purchased, redeemed or otherwise acquired for value by us.

Our board of directors or a duly authorized committee of the board, may, in its discretion, choose to pay dividends on the Series _ Preference Shares without the payment of any dividends on our common stock (or any of our other stock ranking, as to the payment of dividends, junior to the Series _ Preference Shares). No dividends may be declared or paid or set apart for payment on any Series _ Preference Shares if at the same time any arrears exist or default exists in the payment of dividends on any outstanding class or series of our stock ranking, as to the payment of dividends, senior to Series _ Preference Shares (including, without limitation, our cumulative preferred stock). When dividends are not paid in full on the Series _ Preference Shares and all other classes or series of our stock ranking, as to payment of dividends, equally with the Series _ Preference Shares, all dividends declared thereon will be declared pro rata so that the amount of dividends declared for the Series _ Preference Shares and for all such other stock will in all cases bear to each other the same ratio that accrued dividends for the Series _ Preference Shares and for such other stock bear to each other (but without, in the case of non-cumulative shares or such other stock, accumulation of unpaid dividends for prior dividend periods).

Ranking

The Series _ Preference Shares will rank junior to our cumulative preferred stock with respect to payment of dividends and junior to our secured and unsecured debt and our cumulative preferred stock with respect to distribution of our assets upon our liquidation, dissolution or winding up. We currently have 4,800,198 shares ($120 million aggregate par value) of cumulative preferred stock outstanding.

The Series _ Preference Shares will rank senior to our common stock, and to any other of our equity securities that we may issue in the future that by their terms rank junior to the Series _ Preference Shares, with respect to payment of dividends and distribution of our assets upon our liquidation, dissolution or winding up.

The Series _ Preference Shares will rank equally with any other shares of preference stock, including our outstanding Series A, B, C, D, E and F Preference Stock, and with any of our other equity securities that we may issue in the future, the terms of which provide that such shares or securities will rank equally with respect to payment of dividends and distribution of our assets upon our liquidation, dissolution or winding up.

Maturity

The Series _ Preference Shares do not have a maturity date, and we are not required to redeem the Series _ Preference Shares. In addition, we are not required to set aside funds to redeem the Series _ Preference Shares. Accordingly, the Series _ Preference Shares will remain outstanding indefinitely unless we decide to redeem them.

Distribution of Series _ Preference Shares

As described above, the Series _ Preference Shares (or depositary shares in lieu thereof) may be distributed in exchange for the Trust Preference Securities upon dissolution and liquidation of the Issuer, after satisfaction of the Issuer’s liabilities to its creditors. The Issuer’s administrative trustees may choose to (i) distribute the Series _ Preference Shares directly, and cash in lieu of fractional shares, or (ii) distribute depositary shares each representing a _____ interest in a Series _ Preference Share. See “Description of the Trust Preference Securities—Liquidation Distribution upon Dissolution” above and “Description of the Trust Preference Securities—Optional Liquidation of Issuer and Distribution of Series F Preference Shares to Holders” above.

If the Series _ Preference Shares (or depositary shares in lieu thereof) are distributed to the holders of Trust Preference Securities, we anticipate that the depositary arrangements for the Series _ Preference Shares (or depositary shares in lieu thereof) will be substantially identical to those in effect for the Trust Preferred Securities. See “Description of the Trust Preference Securities—Book-Entry, Delivery and Form” above.

Redemption

We may redeem the Series _ Preference Shares (i) at our option, in whole or in part, at any time, or from time to time, on or after ________, and (ii) at any time prior to ________, in whole, but not in part, within 90 days after certain changes in tax or investment company law or interpretation occur and certain other conditions described below are satisfied.

For purposes of clause (ii) above, a redemption of the Series _ Preference Shares, and therefore the Trust Preference Securities, will occur only when (X) the Issuer, or other Delaware statutory trust in which we own all the securities designated as common securities, holds all of the outstanding Series _ Preference Shares and (Y) we elect to so redeem due to a change in tax or investment company law or interpretation. Prior to our election to redeem due to a change in tax law or interpretation, we must receive an opinion of a nationally recognized independent tax counsel experienced in such matters to the effect that, as a result of:


•	any amendment to or change in the laws or regulations thereunder of the United States or any political subdivision or taxing authority of or in the United States that is enacted or becomes effective after __________;


•	any proposed change in those laws or regulations that is announced after ________; or


•	any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after ________;

there is more than an insubstantial risk that:


•	the Issuer is, or within 90 days of the date of that opinion will be, subject to more than a de minimis amount of taxes (including withholding taxes), duties, assessments or other governmental charges; or


•	the Issuer is not, or within 90 days of the date of that opinion will not be, a domestic grantor trust for United States federal income tax purposes.

Prior to our election to redeem due to a change in investment company law or interpretation, we must receive an opinion of a nationally recognized independent counsel experienced in such matters to the effect that, as a result of the occurrence of a change in law or regulation that is enacted or becomes effective after ________, or a written change in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority that is announced after ________, there is more than an insubstantial risk that the Issuer is, or within 90 days of the date of that opinion will be, considered an “investment company” which is required to be registered under the Investment Company Act.

If there is available to us or the Issuer the opportunity to eliminate, within the 90-day redemption period, the tax or investment company redemption event by taking some ministerial action, such as filing a form or making an election or pursuing some other similar reasonable measure that will have no adverse effect on us, the Issuer, or the holders of the Trust Preference Securities, then we or the Issuer will pursue such measure instead of redemption.

We may redeem the Series F Preference Shares upon not less than 30 nor more than 60 days’ notice, which notice will be irrevocable, at a price of 100% of the liquidation preference of the redeemed Series _ Preference Shares, plus accrued and unpaid dividends, if any, to the redemption date. If we choose to redeem less than all the Series _ Preference Shares, we will either determine the Series _ Preference Shares to be redeemed by lot or pro rata . Once proper notice of redemption has been given, from and after the redemption date, dividends on the Series _ Preference Shares called for redemption will cease to accrue and such Series _ Preference Shares called for redemption will no longer be deemed outstanding, and all rights of the holders thereof will cease.

There will be no sinking fund for the redemption or purchase of the Series _ Preference Shares.

Voting Rights

The Series _ Preference Shares will have no voting rights except as set forth below or as otherwise provided by California law.

Any holder of the Series _ Preference Shares is entitled to vote as part of a separate class with any other outstanding series of preference stock upon which like voting or consent rights have been conferred and which are similarly affected by the matter to be voted upon, or as a series within the class, on certain matters affecting their interests. The affirmative vote or written consent of the holders of at least a majority of the shares of the affected class or series is required to:


•	make any amendment of the articles of incorporation which would adversely affect the rights, preferences, privileges or restrictions of the Series _ Preference Shares; or


•	authorize, create or increase in amount any class of stock or security convertible into stock of any class, ranking senior to the Series _ Preference Shares with respect to payment of dividends and distribution of our assets upon our liquidation, dissolution or winding up.

However, such vote or consent of the holders of preference stock will not be required if, at or prior to the time when any of the actions mentioned above takes place, all of the preference stock the consent of which would otherwise be required is redeemed in accordance with the articles of incorporation. On matters requiring their consent, any holder of whole Series _ Preference Shares will be entitled to one vote per Series _ Preference Share.

We may create and issue a new series of preference stock, or create a new class of shares that ranks equally with the Series _ Preference Shares with respect to payment of dividends and distribution of our assets upon our liquidation, dissolution or winding up, without the consent of any holder of the preference stock. We may in the future seek to increase the number of authorized shares of preference stock, which would require the affirmative vote or written consent of at least a majority of the outstanding shares of preference stock.

Liquidation Preference

Upon any voluntary or involuntary liquidation, dissolution or winding up of our company, any holder of the Series _ Preference Shares will be entitled to payment, out of our assets available for distribution to the holders of preference stock following the satisfaction of all claims ranking senior to the Series _ Preference Shares, of an amount equal to 100% of the aggregate liquidation preference of Series _ Preference Shares held by that holder. In addition, such holder will be entitled to payment of an amount equal to all accrued and unpaid dividends, if any, on those Series _ Preference Shares to, but excluding, the date of liquidation, dissolution or winding up. Any holder of the Series _ Preference Shares will be entitled to these payments before any distribution is made on any junior stock, including our common stock. After payment in full of the liquidation preference and the amount equal to all accrued and unpaid dividends to which any holder of the Series _ Preference Shares is entitled, such holder will not be entitled to any further participation in any distribution of our assets.

If upon any voluntary or involuntary liquidation, dissolution or winding up of our company, the amounts payable with respect to the Series _ Preference Shares and any other outstanding series of preference stock ranking on a parity with the Series _ Preference Shares are not paid in full, then any holder of the Series _ Preference Shares and the holders of the parity stock will share equally and ratably in any distribution of our assets in proportion to the full distributable amounts to which each such holder is entitled. The Series _ Preference Shares will rank junior to all of our secured and unsecured debt and to 4,800,198 shares ($120 million aggregate par value) of our cumulative preferred stock, which have a liquidation preference equal to $25 per share plus an amount equal to all accrued and unpaid dividends to the date of liquidation.

Neither the sale, conveyance, exchange or transfer, for cash, shares of stock, securities or other consideration, of all or substantially all of our property or assets nor the consolidation, merger or amalgamation of our company with or into any other entity or the consolidation, merger or amalgamation of any other entity with or into our company will be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of our company.

Issuance of Senior Shares

Conversion Rights

The Series _ Preference Shares will not be convertible into shares of any other class or series of our capital stock or any other security.

No Sinking Fund

There will be no provisions for any maintenance or sinking funds for any of the Series _ Preference Shares.

Preemptive Rights

Holders of the Series _ Preference Shares will have no preemptive or similar rights. The Series _ Preference Shares, when issued, will be fully paid and nonassessable.

Transfer Agent, Registrar and Paying Agent

Wells Fargo Bank, N.A. will be the transfer agent, registrar and paying agent for the Series _ Preference Shares. The Series _ Preference Shares will be held by the institutional trustee in book-entry form.

DESCRIPTION OF THE GUARANTEE

Set forth below is a description of the general terms that apply to the Guarantee pursuant to which we will guarantee certain payment obligations of the Issuer. The following description is a summary and it does not describe every aspect of the Guarantee. The Guarantee, the form of which has been filed as an exhibit to the registration statement of which this prospectus forms a part, contains the full legal text of the matters described in this section. This summary is qualified by the Guarantee and you should read carefully the detailed provisions of the Guarantee.

General

We will execute a guarantee agreement for the benefit of the holders of the Trust Preference Securities. Under the Guarantee, we will irrevocably and unconditionally agree to pay in full to the holders of the Trust Preference Securities, except to the extent paid by the Issuer, as and when due, regardless of any defense, right of set-off or counterclaim that the Issuer may have or assert, the following payments, which are referred to as “guarantee payments,” without duplication:


•	any accrued and unpaid distributions that are required to be paid on the Trust Preference Securities, to the extent the Issuer has funds available for distributions;


•	the redemption price, plus all accrued and unpaid distributions to the date of redemption, if any, with respect to any Trust Preference Securities called for redemption by the Issuer, to the extent the Issuer has funds available for redemptions; and


•	upon a voluntary or involuntary dissolution, winding-up or termination of the Issuer, other than in connection with a redemption or the distribution of Series _ Preference Shares (or depositary shares in lieu thereof) to the holders of Trust Preference Securities, the lesser of:


•	the aggregate of the liquidation amount and all accrued and unpaid distributions, if any, on the Trust Preference Securities to the date of payment to the extent the Issuer has funds available; and


•	the amount of assets of the Issuer remaining available for distribution to holders of the Trust Preference Securities in liquidation of the Issuer.

We may satisfy our obligation to make a guarantee payment by direct payment of the required amounts to the holders of the Trust Preference Securities or by causing the Issuer to pay such amounts to such holders.

The Guarantee will not apply to any payment of any distributions, except to the extent that the Issuer has funds available for such payments and has not applied such funds to make required payments. If we do not make dividend payments on the Series F Preference Shares purchased by the Issuer, then the Issuer will not pay distributions on its Trust Preference Securities and will not have funds available for such payments and under such circumstances payments of such amounts will not be made under the Guarantee. See “—Status of the Guarantee” below.

The Guarantee, when taken together with our obligations under the Declaration of Trust, including our obligations to pay costs, expenses, debts and liabilities of the Issuer, other than those relating to Trust Securities, provides a full and unconditional guarantee on a subordinated basis of payments due on the related Trust Preference Securities.

We will also agree to irrevocably and unconditionally guarantee the obligations of the Issuer with respect to its common securities to the same extent as the Trust Preference Securities.

Right of Direct Action

We will also grant each holder of the Trust Preference Securities the right to institute a proceeding directly against us for enforcement of the rights of a holder of the Series _ Preference Shares (the “right of direct action”). This means that holders of the Trust Preference Securities may institute or participate in legal proceedings against us if we fail to fulfill any of our obligations to holders of the Series _ Preference Shares under the terms of the Series _ Preference Shares, our restated articles of incorporation or the certificate of determination of preferences relating to the Series _ Preference Shares. For purposes of the right of direct action, each Trust Preference Security you hold represents a ____ interest in a Series _ Preference Share, and you can enforce the right of direct action only to the extent of an interest in Series _ Preference Shares corresponding to the aggregate liquidation amount of the Trust Preference Securities you hold.

The institutional trustee, as holder of the Series _ Preference Shares, has agreed to assist each holder of the Trust Preference Securities in exercising the right of direct action by taking necessary actions as requested by such holder; provided that the institutional trustee is under no obligation to take any action at the request of a holder of the Trust Preference Securities unless it is offered security and indemnity reasonably satisfactory to the institutional trustee against the costs, expenses and liabilities that it might incur.

Status of the Guarantee

The Guarantee will constitute our unsecured obligation, and our obligation under the Guarantee will rank subordinate and junior in right of payment to all of our indebtedness and other liabilities and all of our capital stock that by its terms ranks senior to the Series _ Preference Shares as to payment of dividends and distribution of assets upon our liquidation, dissolution or winding up; equal in right of payment to the Series _ Preference Shares and other of our capital stock that by its terms ranks equal in right of payment to the Series _ Preference Shares as to payment of dividends and distribution of assets upon our liquidation, dissolution or winding up and to any similar guarantee we hereafter issue on behalf of the holders of securities issued by any other statutory trust the assets of which consist of our capital stock that ranks equal in right of payment to the Series _ Preference Shares as to payment of dividends and distributions of assets upon our liquidation, dissolution or winding up; and senior in right of payment to our common stock and all of our securities that by their terms rank junior in right of payment to the Series _ Preference Shares as to payment of dividends and distribution of assets upon our liquidation, dissolution or winding up.

As long as any Trust Preference Securities remain outstanding, if we have failed to make any guarantee payment when due, we may not, until that guarantee payment is made, declare or pay any dividend or distribution on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of our capital stock that ranks equal or junior to the Series _ Preference Shares as to payment of dividends and distribution of assets upon our liquidation, dissolution or winding up, other than dividends or distributions paid in our capital stock, payments under the Guarantee, any declaration of a dividend in connection with the implementation of, issuance of stock under, or redemption or repurchase of rights pursuant to a shareholders’ rights plan, or repurchases, redemptions or other acquisitions of shares of our capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of its directors, officers, employees or consultants.

The Guarantee will constitute a guarantee of payment and not of collection – in other words, a holder of the Trust Preference Securities may sue us, or seek other remedies, to enforce its rights under the Guarantee without first suing any other person or entity. The Guarantee will be held for the benefit of the holders of the Trust Securities and will not be discharged except by payment of the guarantee payments in full to the extent not otherwise paid or upon distribution to the holders of the Trust Preference Securities of Series _ Preference Shares (or depositary shares in lieu thereof) pursuant to the Declaration of Trust.

Amendments and Assignment

Except with respect to any changes that do not materially and adversely affect the rights of holders of the Trust Preference Securities (in which case no consent of the holders will be required), the Guarantee may be amended only with the prior approval of the holders of at least a majority in aggregate liquidation amount of the outstanding Trust Preference Securities. All guarantees and agreements contained in the Guarantee will be binding on our successors, assigns, receivers, trustees and representatives and are for the benefit of the holders of the Trust Securities.

Termination of the Guarantee

The Guarantee will terminate upon full payment of the redemption price of all the Trust Preference Securities; upon distribution of Series _ Preference Shares (or depositary shares in lieu thereof) in accordance with the Declaration of Trust to the holders of the Trust Securities; or upon full payment of the amounts payable in accordance with the Declaration of Trust upon liquidation of the Issuer. The Guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any holder of the Trust Preference Securities must repay any sums paid under the Trust Preference Securities or the Guarantee.

Governing Law

The Guarantee will be governed by and construed in accordance with the laws of the State of California.

RELATIONSHIP AMONG THE TRUST PREFERENCE SECURITIES,

THE SERIES _ PREFERENCE SHARES AND THE GUARANTEE

Full and Unconditional Guarantee

Taken together, our obligations under the Declaration of Trust and the Guarantee, including the right of direct action granted under the Guarantee, provide, in the aggregate, a full, irrevocable and unconditional guarantee of payments of distributions and other amounts due on the Trust Preference Securities. No single document standing alone or operating in conjunction with fewer than all of the other documents constitutes such a guarantee. It is only the combined operation of these documents that has the effect of providing a full, irrevocable and unconditional guarantee of the Issuer’s obligations under the Trust Preference Securities.

If and to the extent that we do not make dividend payments or other amounts due on the Series _ Preference Shares, the Issuer will not make such payments on the Trust Preference Securities. The Guarantee does not cover payment of distributions when the Issuer does not have sufficient funds to pay such distributions.

Sufficiency of Payments

As long as payments of dividends on the Series _ Preference Shares are made when, as and if declared by our board of directors or a duly authorized committee of the board, and other payments on the Series _ Preference Shares are made when due, such payments will be sufficient to cover distributions and other payments due on the Trust Preference Securities, primarily because:


•	the aggregate liquidation preference of the Series _ Preference Shares will be equal to the sum of the aggregate liquidation amount of the Trust Preference Securities and the common securities;


•	the dividend rate and dividend and other payment dates on the Series _ Preference Shares will match the distribution rate and distribution and other payment dates for the Trust Preference Securities;


•	we will pay for all and any costs, expenses and liabilities of the Issuer except for the Issuer’s obligations to holders of the Trust Preference Securities under such Trust Preference Securities; and


•	the Declaration of Trust will provide that the Issuer may not engage in any activity that is not consistent with the limited purpose of the Issuer.

Enforcement Rights of Holders of the Trust Preference Securities

A holder of any Trust Preference Security may institute a legal proceeding directly against us to enforce its payment rights under the Guarantee or its right of direct action without first instituting a legal proceeding against the Issuer or any other person or entity.

Limited Purpose of Trust

The Trust Preference Securities will evidence a beneficial interest in the Issuer, and the Issuer will be created for the sole purpose of issuing the Trust Preference Securities and common securities and investing the proceeds thereof in the Series _ Preference Shares. A principal difference between the rights of a holder of Trust Preference Securities and a holder of Series _ Preference Shares will be that a holder of Series _ Preference Shares will be entitled to receive from us the declared dividend and redemption or liquidation amount on the Series _ Preference Shares, while a holder of Trust Preference Securities will be entitled to receive distributions and redemption or liquidation amount from the Issuer or amounts payable under the Guarantee. A holder of a Trust Preference Security may seek payment directly from us under the right of direct action only in very limited circumstances.

Rights upon Dissolution

Upon any voluntary or involuntary dissolution, winding-up or liquidation of the Issuer involving the liquidation of the Series _ Preference Shares, the holders of the Trust Preference Securities are entitled to receive, out of assets held by the Issuer after satisfaction of liabilities to creditors of the Issuer, the liquidation distribution in cash. See “Description of the Trust Preference Securities—Liquidation Distribution Upon Dissolution” above. Upon our voluntary or involuntary liquidation or bankruptcy, the Issuer’s institutional trustee, as holder of the Series _ Preference Shares, would be our subordinated creditor, subordinated in right of payment to all secured and unsecured debt and our cumulative preferred stock, but entitled to receive payment in full of the liquidation amount, as well as any accrued and unpaid distributions, if any, before any of our common shareholders receive payments or distributions. Since we are the guarantor under the Guarantee and have agreed to pay for all costs, expenses and liabilities of the Issuer, other than the Issuer’s obligations to the holders of the Trust Preference Securities, the positions of a holder of such Trust Preference Securities and a holder of such Series _ Preference Shares relative to other creditors and to our shareholders in the event of our liquidation or bankruptcy would be substantially the same.

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

This section describes the material U.S. federal income tax consequences of owning the Trust Preference Securities. It applies to you only if you acquire Trust Preference Securities upon their original issuance at their original offering price and you hold your Trust Preference Securities as capital assets for tax purposes. This section does not describe other U.S. federal tax consequences, nor does it describe any tax consequences arising under the laws of any state, local or foreign jurisdiction.

This section is based on the Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed regulations under the Code, published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly with retroactive effect.

This section does not apply to you if you are a member of a class of holders subject to special rules, including, but not limited to, tax-exempt organizations, insurance companies, banks or other financial institutions, partnerships or other entities classified as partnerships for U.S. federal income tax purposes, dealers in securities or currencies, regulated investment companies, real estate investment trusts, persons whose functional currency is not the U.S. dollar, U.S. expatriates, persons liable for the alternative minimum tax, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, and persons that will hold the Trust Preference Securities as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction.

Tax consequences may vary depending upon the particular status of an investor. Potential investors should consult with their own tax advisers in determining the specific tax consequences and risks to them of purchasing, holding and disposing of Trust Preference Securities, including the application to their particular situation of the U.S. federal income tax considerations discussed below, as well as the application of state, local, foreign or other tax laws.

Classification of the Issuer

In the opinion of _______________, tax counsel to us and to the Issuer, under current law and assuming full compliance with the terms of the Declaration of Trust and other relevant documents, and based on the facts and assumptions contained herein, as well as representations we made, the Issuer will be classified for U.S. federal income tax purposes as a grantor trust and not as an association taxable as a corporation. Accordingly, for U.S. federal income tax purposes, each holder of Trust Preference Securities generally will be considered the owner of an undivided beneficial interest in the Series _ Preference Shares held by the Issuer. If the Issuer were to be treated as an association taxable as a corporation, it would be subject to U.S. federal income tax on its income and gain with respect to the Series _ Preference Shares, and the tax consequences to you of holding Trust Preference Securities would differ. Unless otherwise indicated, the remainder of this summary assumes that the classification of the Issuer as a grantor trust will be respected for U.S. federal income tax purposes.

In certain circumstances, we may dissolve the Issuer and cause the corresponding Series _ Preference Shares or depositary shares to be distributed to the holders of the Trust Preference Securities. Under current law, that distribution, for U.S. federal income tax purposes, would be treated as a non-taxable event and each holder would receive an aggregate tax basis in the Series _ Preference Shares equal to that holder’s aggregate tax basis in its Trust Preference Securities.

U.S. Holders

The discussion in this section is addressed to a U.S. holder, which for this purpose means a beneficial owner of Trust Preference Securities that is, for U.S. federal income tax purposes, (1) an individual citizen or resident of the United States, (2) a corporation (or other entity treated as a corporation for U.S. federal tax purposes) created

or organized in or under the laws of the United States or of any state thereof or the District of Columbia, (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (4) a trust if (i) a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

Dividends. Distributions with respect to the Trust Preference Securities will be taxable as dividend income when paid to the extent of our current and accumulated earnings and profits as determined for U.S. federal income tax purposes. To the extent that the amount of a distribution with respect to the Trust Preference Securities exceeds our current and accumulated earnings and profits, such distribution will be treated first as a tax-free return of capital to the extent of the U.S. holder’s adjusted tax basis in such Trust Preference Securities, and thereafter as capital gain.

Distributions constituting dividend income received by an individual U.S. holder in respect of Trust Preference Securities before January 1, 2013 will generally represent “qualified dividend income,” which will be subject to U.S. federal income taxation at a maximum rate of 15% (or a lower rate for individuals in certain tax brackets). In addition, distributions with respect to the Trust Preference Securities constituting dividend income paid to holders that are U.S. corporations will generally qualify for the dividends-received deduction. The availability of the reduced dividend tax rate and the dividends-received deduction are subject to certain exceptions for short-term and hedged positions and other applicable limitations. A U.S. holder should consult its own tax adviser regarding the availability of the reduced dividend tax rate and the dividends-received deduction in light of its particular circumstances.

Dispositions. A U.S. holder will generally recognize capital gain or loss on a sale or exchange of the Trust Preference Securities equal to the difference between the amount realized upon the sale or exchange and such U.S. holder’s adjusted tax basis in the securities sold or exchanged. Such capital gain or loss will be long-term capital gain or loss if the U.S. holder’s holding period for the securities sold or exchanged is more than one year. Long-term capital gains of non-corporate taxpayers are generally taxed at a lower maximum marginal tax rate than the maximum marginal tax rate applicable to ordinary income. The deductibility of net capital losses is subject to limitations.

Although a U.S. holder receiving cash in a redemption of the Trust Preference Securities is generally expected to be taxed in the same manner described for any other disposition, that treatment is subject to certain exceptions, particularly in the case of a holder actually or constructively owning other shares of our stock. A U.S. holder should consult its own tax adviser regarding the application of these rules in light of its particular circumstances.

Information reporting and backup withholding on U.S. holders. Certain U.S. holders may be subject to backup withholding with respect to the payment of dividends on the Trust Preference Securities and to certain payments of proceeds on the disposition of the Trust Preference Securities unless such U.S. holders provide proof of an applicable exemption or a correct taxpayer identification number, and otherwise comply with applicable requirements of the backup withholding rules.

Any amount withheld under the backup withholding rules from a payment to a U.S. holder is allowable as a credit against such holder’s U.S. federal income tax, which may entitle the U.S. holder to a refund, provided that the U.S. holder provides the required information to the Internal Revenue Service (the “IRS”) in a timely manner. Moreover, certain penalties may be imposed by the IRS on a U.S. holder who is required to furnish information, but does not do so in the proper manner.

Information returns will generally be filed with the IRS in connection with the payment of dividends on the Trust Preference Securities to non-corporate U.S. holders and certain payments of proceeds to non-corporate U.S. holders on the disposition of the Trust Preference Securities.

Recent legislation affecting U.S. holders . For taxable years beginning after December 31, 2012, a U.S. holder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, will be subject to a 3.8% Medicare tax on the lesser of (1) the U.S. holder’s “net investment income” for the relevant taxable year and (2) the excess of the U.S. holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending on the individual’s circumstances). A holder’s net investment income will generally include its dividend income and its net gains from the disposition of Trust Preference Securities, unless such dividend income or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). If you are a U.S. holder that is an individual, estate, or trust, you are urged to consult your tax adviser regarding the applicability of the Medicare tax to your income and gains in respect of your investment in the Trust Preference Securities.

Non-U.S. Holders

The discussion in this section is addressed to non-U.S. holders of the Trust Preference Securities. For this purpose, a non-U.S. holder is a beneficial owner of Trust Preference Securities other than a U.S. holder or partnership.

Dividends. Generally, dividends paid to a non-U.S. holder with respect to the Trust Preference Securities will be subject to U.S. federal income and withholding tax at a 30% rate, or such lower rate as may be specified by an applicable income tax treaty (provided the non-U.S. holder furnishes the payor with a properly completed IRS Form W-8BEN certifying that such holder is eligible for treaty benefits), unless the dividends are effectively connected with a trade or business carried on by the non-U.S. holder within the United States and, if a tax treaty applies, are attributable to a U.S. permanent establishment maintained by the non-U.S. holder (and the non-U.S. holder provides the payor with a properly completed IRS Form W-8ECI). Dividends that are effectively connected with such a trade or business (and, if a tax treaty applies, are attributable to a U.S. permanent establishment maintained by the non-U.S. holder) will generally be subject to U.S. federal income tax on a net basis at applicable individual or corporate rates and, in the case of a non-U.S. holder that is a corporation, may be subject to a “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

Dispositions. A non-U.S. holder generally will not be subject to U.S. federal income or withholding tax on gain realized on the sale or exchange of the Trust Preference Securities so long as: the gain is not effectively connected with a U.S. trade or business of the non-U.S. holder (or if a tax treaty applies, the gain is not attributable to a U.S. permanent establishment maintained by such non-U.S. holder); in the case of a nonresident alien individual, such non-U.S. holder is not present in the United States for 183 or more days in the taxable year of the sale or disposition (or else the gain may be subject to tax if certain other conditions are met); and we have not been a “U.S. real property holding corporation” for U.S. federal income tax purposes during the shorter of the non-U.S. holder’s holding period or the five-year period ending on the date of disposition of the Trust Preference Securities, or certain other conditions are met. We do not currently believe that we are a U.S. real property holding corporation or that we will become one in the future.

Although a non-U.S. holder receiving cash in a redemption of the Trust Preference Securities is generally expected to be taxed in the same manner described for any other disposition, that treatment is subject to certain exceptions, particularly in the case of a holder actually or constructively owning other shares of our stock. A non-U.S. holder should consult its own tax adviser regarding the application of these rules in light of its particular circumstances.

Information reporting and backup withholding on non-U.S. holders. Payment of dividends and the tax withheld with respect thereto are subject to information reporting requirements. These information reporting requirements apply regardless of whether withholding was reduced or eliminated by an applicable income tax treaty, or withholding was not required because the dividends were effectively connected with a trade or business

in the United States conducted by the non-U.S. holder. Copies of the information returns reporting such dividends and withholding may also be made available by the IRS under the provisions of an applicable income tax treaty or agreement to the tax authorities in the country in which the non-U.S. holder resides. U.S. backup withholding will generally apply on payment of dividends to non-U.S. holders unless such non-U.S. holders furnish to the payor an IRS Form W-8BEN (or other applicable form) certifying as to their non-U.S. status, or such non-U.S. holders otherwise establish an exemption.

Payment by a U.S. office of a broker of the proceeds of a sale of the Trust Preference Securities is subject to both backup withholding and information reporting unless the non-U.S. holder, or beneficial owner thereof, as applicable, certifies that it is a non-U.S. holder on IRS Form W-8BEN (or other applicable form), or otherwise establishes an exemption. Subject to certain exceptions, backup withholding and information reporting generally will not apply to a payment of proceeds from the sale of the Trust Preference Securities if such sale is effected through a foreign office of a broker.

Recent legislation relating to foreign accounts. Recently enacted legislation generally will impose a 30% withholding tax on dividend income and the gross proceeds of a disposition of the Trust Preference Securities paid to certain foreign entities. Under guidance issued by Treasury and the IRS, this legislation will apply to dividends paid on Trust Preference Securities after December 31, 2013, and to gross proceeds from dispositions of Trust Preference Securities after December 31, 2014. Generally, if a foreign financial entity enters into an agreement with the U.S. government to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution, then this withholding tax would not be applicable. Similarly, if a non-financial foreign entity provides the withholding agent with a certification identifying the substantial U.S. owners of the entity, then this withholding tax would generally be waived. You should consult your tax adviser regarding the potential application and impact of these new requirements based on your particular circumstances.

CERTAIN ERISA CONSIDERATIONS

A fiduciary of a pension, profit-sharing or other employee benefit plan governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), should consider the fiduciary standards of ERISA in the context of the ERISA plan’s particular circumstances before authorizing an investment in the Trust Preference Securities. Among other factors, the fiduciary should consider whether such an investment is in accordance with the documents governing the ERISA plan and whether the investment is appropriate for the ERISA plan in view of its overall investment policy and diversification of its portfolio.

Certain provisions of ERISA and the Internal Revenue Code of 1986, as amended (the “Code”), prohibit employee benefit plans (as defined in Section 3(3) of ERISA) that are subject to Title I of ERISA, plans described in Section 4975(e)(1) of the Code (including, without limitation, individual retirement accounts and Keogh Plans), and entities whose underlying assets include plan assets by reason of a plan’s investment in such entities or otherwise (collectively, “plans”) from engaging in certain transactions involving “plan assets” with parties that are “parties in interest” under ERISA or “disqualified persons” under the Code with respect to the plan or entity. Governmental and other plans that are not subject to ERISA or to the Code may be subject to similar restrictions under state, federal or local law (“Similar Law”). Any employee benefit plan or other entity, to which such provisions of ERISA, the Code or Similar Law apply, proposing to acquire the offered securities, should consult with its legal counsel before purchasing the Trust Preference Securities.

The U.S. Department of Labor has issued a regulation with regard to whether the underlying assets of an entity in which employee benefit plans acquire equity interests are deemed to be plan assets (as modified by Section 3(42) of ERISA, the “Plan Asset Regulation”). Under the Plan Asset Regulation, for purposes of ERISA and Section 4975 of the Code, the assets of the Issuer would be deemed to be “plan assets” of a plan whose assets were used to purchase the Trust Preference Securities if the Trust Preference Securities were considered to be equity interests in the Issuer and no exception to plan asset status were applicable under such regulation. The Plan Asset Regulation defines an “equity interest” as any interest in an entity other than an instrument that is treated as indebtedness under applicable local law and which has no substantial equity features and specifically includes a beneficial interest in the trust.

One exception to plan asset status under the Plan Asset Regulation applies to a class of equity interests that are (i) widely held ( i.e. , held by 100 or more investors who are independent of the issuer and each other), (ii) freely transferable, and (iii) either (a) part of a class of securities registered under Section 12(b) or 12(g) of the Exchange Act, or (b) sold as part of an offering of securities to the public pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) and such class is registered under the Exchange Act within 120 days after the end of the fiscal year of the issuer during which the offering of such securities to the public occurred (the “Publicly Offered Securities Exception”). Although no assurances can be given, we believe that the Publicly Offered Securities Exception will be applicable to the Trust Preference Securities offered hereby. First, the Trust Preference Securities will be sold as part of a public offering pursuant to an effective Registration Statement under the Securities Act, and the Trust Preference Securities will be timely registered under the Securities Exchange Act. Second, it appears that the Trust Preference Securities will be freely transferable because the Trust Preference Securities will be freely tradable on NYSE like any other exchange listed security. Finally, it is anticipated that the Trust Preference Securities will be owned by at least 100 investors independent of the Issuer. Therefore, the underlying assets of the Issuer should not be considered to constitute assets of any Plan which purchases Trust Preference Securities.

If, however, the assets of the Issuer were deemed to be plan assets of plans that are holders of the Trust Preference Securities, a plan’s investment in the Trust Preference Securities might be deemed to constitute a delegation under ERISA of the duty to manage plan assets by a fiduciary investing in the Trust Preference Securities. If this were the case, an investment in the Trust Preference Securities by a plan might constitute, or in the course of the operation of Issuer give rise to, one or more prohibited transactions under ERISA or the Code unless a statutory or administrative exemption is available.

The Trust Preference Securities may not be purchased by any plan or any person investing “plan assets” of any plan to the extent such purchase would constitute or result in a nonexempt prohibited transaction under the rules of ERISA or Section 4975 of the Code or in any violation of Similar Law.

The discussion set forth above is general in nature and is not intended to be complete. Due to the complexity of these rules and the penalties imposed upon persons involved in prohibited transactions, it is important that any person considering the purchase of the Trust Preference Securities with plan assets consult with its counsel regarding the consequences under ERISA and the Code, or other Similar Law, of the acquisition of the Trust Preference Securities and the availability of exemptive relief. The sale of the Trust Preference Securities to a plan is in no respect a representation by the Issuer or the underwriters that such an investment meets all relevant legal requirements with respect to investments by plans generally or any particular plan, or that such an investment is appropriate for plans generally or any particular plan.

UNDERWRITING

Southern California Edison, the Issuer and __________, __________, __________, __________ (collectively, the “Representatives”), as representatives of the underwriters, have entered into an underwriting agreement dated the date of this prospectus relating to the offer and sale of the Trust Preference Securities. In the underwriting agreement, the Issuer has agreed to sell to each underwriter, and each underwriter has severally agreed to purchase from the Issuer, the number of Trust Preference Securities set forth opposite its name below:




Name	Number of Trust Preference Securities

The obligations of the underwriters under the underwriting agreement, including their agreement to purchase the Trust Preference Securities from the Issuer, are several and not joint. Those obligations are also subject to the satisfaction of certain conditions in the underwriting agreement. The underwriters have agreed to purchase all of the Trust Preference Securities if any are purchased.

We and the Issuer have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act.

We and the Issuer have granted an option to the underwriters to purchase up to an additional ________ Trust Preference Securities at the public offering price. The underwriters may exercise this option for 30 days from the date of this prospectus solely to cover any over-allotments. If the underwriters exercise this option, each will be obligated, subject to the conditions contained in the underwriting agreement, to purchase a number of additional Trust Preference Securities proportionate to that underwriter’s initial number of Trust Preference Securities purchased as reflected in the table above.

Each of us and the Issuer has agreed that, from ________ and continuing to and including ________, it will not, without the prior written consent of the Representatives, offer, sell, contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any shares of trust preference securities, preference stock or any securities substantially similar to the Trust Preference Securities or the Series _ Preference Shares other than the securities being offered hereby.

Commissions and Discounts

The underwriters have advised us that they propose to offer the Trust Preference Securities to the public at the public offering price that appears on the cover page of this prospectus. The underwriters may offer the Trust Preference Securities to selected dealers at the public offering price minus a selling concession of up to $____ per Trust Preference Security. In addition, the underwriters may allow, and those selected dealers may re-allow, a selling concession of up to $____ per Trust Preference Security to certain other dealers. After the initial public offering, the underwriters may change the public offering price and any other selling terms.

The following table summarizes the underwriting discounts and commissions to be paid by us to the underwriters:




	Without Exercise of the Over- Allotment Option	With Full Exercise of the Over- Allotment Option
Underwriting discounts and commissions to be paid by Southern California Edison	$	⁽¹	⁾
Proceeds to SCE Trust _ before expenses	$	$


⁽¹⁾	Assumes no over-allotment sales will be made to certain institutions.

We estimate that our expenses and the expenses of the Issuer related to this offering, all of which we have agreed to pay, excluding underwriting discounts and commissions, will be $________.

Listing and Settlement

We expect delivery of the Trust Preference Securities will be made against payment therefor on the fifth business day after the date of this prospectus. Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the capital securities on the date of this prospectus or the business day thereafter will be required, by virtue of the fact that the Trust Preference Securities initially will not settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisor.

Price Stabilization and Short Positions

In connection with this offering, the underwriters may engage in over-allotment, stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position for the underwriters. Stabilizing transactions involve bids to purchase the Trust Preference Securities in the open market for the purpose of pegging, fixing or maintaining the price of the Trust Preference Securities. Syndicate covering transactions involve purchases of the Trust Preference Securities in the open market after the distribution has been completed in order to cover syndicate short positions. Penalty bids permit the managing underwriter to reclaim a selling concession from a syndicate member when the Trust Preference Securities originally sold by that syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions. Stabilizing transactions, syndicate covering transactions and penalty bids may cause the price of the Trust Preference Securities to be higher than it would otherwise be in the absence of those transactions. If the underwriters engage in stabilizing, syndicate covering transactions or penalty bids they may discontinue them at any time.

Selling Restrictions

The underwriters have represented and agreed that they have not and will not offer, sell or deliver the Trust Preference Securities, directly or indirectly, or distribute this prospectus or any other offering material relating to the Trust Preference Securities, in any jurisdiction except under circumstances that will be, to the best of their knowledge, in compliance with applicable laws and regulations and that will not impose any obligations on us except as set forth in the underwriting agreement.

Because the Financial Industry Regulatory Authority, or FINRA, views the Trust Preference Securities as interests in a direct participation program, this offering is being made in compliance with Rule 2310 of the FINRA Rules. Investor suitability with respect to the Trust Preference Securities will be judged similarly to the suitability with respect to other securities that are listed for trading on a national securities exchange.

Other Relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities.

In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve our securities and instruments or those of our affiliates. The underwriters and their respective affiliates may also make investment recommendations or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.

EXPERTS

The consolidated financial statements of Southern California Edison Company incorporated in this prospectus by reference to the Annual Report on Form 10-K of Southern California Edison Company for the year ended December 31, 2011 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

VALIDITY OF THE SECURITIES AND GUARANTEE

Richards, Layton & Finger, P.A., special Delaware counsel to Southern California Edison and the Issuer, will pass upon certain matters of Delaware law relating to the validity of the Trust Preference Securities. Munger, Tolles & Olson LLP, special counsel to Southern California Edison, will pass upon the validity of the Guarantee. Barbara E. Mathews, Southern California Edison’s Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary, will pass upon the validity of the Series _ Preference Shares. Certain legal matters will be passed upon for the underwriters by Cleary Gottlieb Steen & Hamilton LLP, New York, New York.

Ms. Mathews is a salaried employee of Southern California Edison and earns stock-based compensation based on Edison International’s common stock. Additionally, she may hold Edison International stock-based interests through an employee benefit plan and can participate in an Edison International shareholder dividend reinvestment and stock purchase plan. She owns no securities of Southern California Edison or the Issuer. Ronald L. Olson, a partner of Munger, Tolles & Olson LLP, is a member of the board of directors of Edison International and Southern California Edison.

WHERE YOU CAN FIND MORE INFORMATION

Available Information

We file reports required by the Securities Exchange Act of 1934, as amended,, proxy statements and other information with the Securities and Exchange Commission. You may read and copy these reports and proxy statements and other information at the Public Reference Room maintained by the Securities and Exchange Commission at 100 F Street, N.E., Washington, D.C. 20549. You may obtain further information on the operation of the Securities and Exchange Commission’s Public Reference Room by calling them at 1-800-SEC-0330.

You may also review reports, proxy statements and other information about Southern California Edison at our offices at 2244 Walnut Grove Avenue, Rosemead, California 91770. You may view and obtain copies of some of those reports and other information on the web site maintained by Southern California Edison’s parent, Edison International, at http://www.edison.com . Information contained on or that can be accessed through this website does not constitute part of this prospectus.

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

Incorporation by Reference


•	Our Annual Report on Form 10-K for the year ended December 31, 2011.


•	Our Quarterly Report on Form 10-Q for the quarters ended March 31, 2012 and June 30, 2012.


•	Our Current Reports on Form 8-K filed January 13, January 17, February 1, March 12, April 30, May 10, May 17, May 24, and June 22, 2012.


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

Southern California Edison Company

2244 Walnut Grove Avenue

P.O. Box 800

Rosemead, California 91770

Attention: Corporate Governance

Telephone (626) 302-4008

Fax (626) 302-2050

SCE Trust _____% Trust Preference Securities

( Cumulative, Liquidation Amount $__ per Trust Preference Security)

Fully and unconditionally guaranteed, to the extent described herein, by

Southern California Edison Company

PROSPECTUS

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

An estimate of the expenses in connection with the sale and distribution of the securities being offered will be included in the applicable prospectus supplement.

Item 15. Indemnification of Directors and Officers.

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

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

Article VI of the Amended Bylaws of Southern California Edison Company contains provisions implementing the authority granted in Article Eighth of the Restated Articles of Incorporation. The Amended Bylaws provide for the indemnification of any director or officer of Southern California Edison Company, or any director or officer of Southern California Edison Company acting at the request of Southern California Edison Company as a director, officer, employee or agent of another corporation or other enterprise, for any threatened, pending or completed action, suit or proceeding to the fullest extent permissible under California law and the Restated Articles of Incorporation of Southern California Edison Company, subject to the terms of any agreement between Southern California Edison Company and such a person; provided that, no such person shall be indemnified: (i) except to the extent that the aggregate of losses to be indemnified exceeds the amount of such losses for which the director or officer is paid pursuant to any directors’ or officers’ liability insurance policy maintained by Southern California Edison Company; (ii) on account of any suit in which judgment is rendered for an accounting of profits made from the purchase or sale of securities of Southern California Edison Company pursuant to Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (iii) if a court of competent jurisdiction finally determines that the indemnification is unlawful; (iv) for acts or omissions involving intentional misconduct or knowing and culpable violation of law; (v) for acts or omissions that the director or officer believes to be contrary to the best interests of Southern California Edison Company or its shareholders, or that involve the absence of good faith; (vi) for any transaction from which the director or officer derived an improper personal benefit; (vii) for acts or omissions that show a reckless disregard for the director’s or officer’s duty to Southern California Edison Company or its shareholders in circumstances in which the director or officer was aware, or should have been aware, in the ordinary course of performing his or her duties, of a risk of serious injury to Southern California Edison Company; (viii) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s or officer’s duties to Southern California Edison Company or its shareholders; (ix) for costs, charges, expenses, liabilities and losses arising under Section 310 or 316 of the California Corporations Code; or (x) as to circumstances in which indemnity is expressly prohibited by Section 317 of the California Corporations Code. The exclusions set forth in clauses (iv) through (ix) above shall apply only to indemnification with regard to any action brought by or in the right of Southern California Edison Company for breach of duty to Southern California Edison Company or its shareholders. The Amended Bylaws of Southern California Edison Company also provide that Southern California Edison Company shall indemnify any director or officer in connection with (a) a proceeding (or part thereof) initiated by him or her only if

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such proceeding (or part thereof) was authorized by the Board of Directors of Southern California Edison Company or (b) a proceeding (or part thereof) other than a proceeding by or in the name of Southern California Edison Company to procure a judgment in its favor, only if any settlement of such a proceeding is approved in writing by Southern California Edison Company. Indemnification shall cover all costs, charges, expenses, liabilities and losses, including attorneys’ fees, judgments, fines, ERISA excise taxes, or penalties and amounts paid or to be paid in settlement, reasonably incurred or suffered by the director or officer.

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

Item 16. Exhibits.

See Exhibit Index.

Item 17. Undertakings.

(a) The undersigned registrants hereby undertake:

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

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

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

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

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

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

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

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(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at the date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

Each undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of an undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about an undersigned registrant or its securities provided by or on behalf of an undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by an undersigned registrant to the purchaser.

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

(7) To (i) use its best efforts to distribute prior to the opening of bids, to prospective bidders, underwriters and dealers, a reasonable number of copies of a prospectus which at that time meets the requirements of Section 10(a) of the Securities Act of 1933, and relating to any securities offered at

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competitive bidding, as contained in the registration statement, together with any supplements thereto, and (ii) file an amendment to the registration statement reflecting the results of bidding, the terms of the reoffering and related matters to the extent required by the applicable form, not later than the first use, authorized by the registrant after the opening of bids, of a prospectus relating to any securities offered at competitive bidding, unless no further public offering of such securities by the registrant and no reoffering of such securities by the purchasers is proposed to be made.

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

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

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

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

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Southern California Edison Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemead, State of California on the 3rd day of August, 2012.

SOUTHERN CALIFORNIA EDISON COMPANY

/s/ George T. Tabata

George T. Tabata

Assistant Treasurer

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

Signature Title Date

Principal Executive Officer:

Ronald L. Litzinger* Director and President August 3, 2012

Principal Financial Officer and

Principal Accounting Officer:

Linda G. Sullivan* Senior Vice President and Chief August 3, 2012

Financial Officer

Majority of Board of Directors:

Jagjeet S. Bindra* Director August 3, 2012

Vanessa C.L. Chang* Director August 3, 2012

Theodore F. Craver, Jr.* Director August 3, 2012

France Córdova* Director August 3, 2012

Charles B. Curtis* Director August 3, 2012

Bradford M. Freeman Director August 3, 2012

Luis G. Nogales* Director August 3, 2012

Ronald L. Olson* Director August 3, 2012

Richard T. Schlosberg, III* Director August 3, 2012

Thomas C. Sutton* Director August 3, 2012

Peter J. Taylor* Director August 3, 2012

Brett White* Director August 3, 2012

*By /s/ George T. Tabata

(George T. Tabata, Attorney-in-Fact)

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, SCE Trust II certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemead, State of California on the 3rd day of August, 2012.

SCE TRUST II

By: SOUTHERN CALIFORNIA EDISON COMPANY,

as Depositor

*By /s/ George T. Tabata

(George T. Tabata, Attorney-in-Fact)

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, SCE Trust III certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemead, State of California on the 3rd day of August, 2012.

SCE TRUST III

By: SOUTHERN CALIFORNIA EDISON COMPANY,

as Depositor

*By /s/ George T. Tabata

(George T. Tabata, Attorney-in-Fact)

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EXHIBIT INDEX

Exhibit

Number Description

1.1 Form of Underwriting Agreement (First Mortgage Bonds)+

1.2 Form of Underwriting Agreement (Senior Debt Securities)+

1.3 Form of Underwriting Agreement (Subordinated Debt Securities)+

1.4 Form of Underwriting Agreement (Preferred Stock and Preference Stock)+

1.5 Form of Underwriting Agreement (Trust Preference Securities)+

3.1 Certificate of Restated Articles of Incorporation of Southern California Edison Company, effective March 2, 2006 (File No. 1-2313, filed as Exhibit 3.1 to Form 10-K for the year ended December 31, 2005)*

3.2 Amended Bylaws of Southern California Edison Company (File No. 1-2313, Form 8‑K dated June 22, 2012)*

3.3 Certificate of Trust of SCE Trust II (Registration No. 333‑44778)*

3.4 Certificate of Amendment to Certificate of Trust of SCE Trust II (Registration 333-136394)*

3.5 Certificate of Trust of SCE Trust III (Registration No. 333-121192)*

3.6 Certificate of Amendment to Certificate of Trust of SCE Trust III (Registration 333-136394)*

4.1 SCE First Mortgage Bond Trust Indenture, dated as of October 1, 1923 (Registration No. 2‑1369)*

4.2 Supplemental Indenture, dated as of March 1, 1927 (Registration No. 2‑1369)*

4.3 Third Supplemental Indenture, dated as of June 24, 1935 (Registration No. 2‑1602)*

4.4 Fourth Supplemental Indenture, dated as of September 1, 1935 (Registration No. 2‑4522)*

4.5 Fifth Supplemental Indenture, dated as of August 15, 1939 (Registration No. 2‑4522)*

4.6 Sixth Supplemental Indenture, dated as of September 1, 1940 (Registration No. 2‑4522)*

4.7 Eighth Supplemental Indenture, dated as of August 15, 1948 (Registration No. 2‑7610)*

4.8 Twenty‑Fourth Supplemental Indenture, dated as of February 15, 1964 (Registration No. 2‑22056)*

4.9 Eighty-Eighth Supplemental Indenture, dated as of July 15, 1992 (File No. 1-2313, Form 8‑K dated July 22, 1992)*

4.10 Form of New Supplemental Indenture+

4.11 Form of First Mortgage Bond+

4.12 Indenture for Senior Debt Securities (File No. 1-2313, Form 8-K dated January 28, 1993)*

4.13 Form of Senior Debt Security (included in Exhibit 4.12)*

4.14 Form of Indenture for Subordinated Debt Securities (Registration 333-136394)*

4.15 Form of Subordinated Debt Security (included in Exhibit 4.14)

(Registration 333-136394)*

4.16 Trust Agreement of SCE Trust II (Registration No. 333‑44778)*

4.17 Amendment to Trust Agreement of SCE Trust II (Registration No. 333-121192)*

4.18 Trust Agreement of SCE Trust III (Registration No. 333-121192)*

4.19 Form of Amended and Restated Declaration of Trust for each of SCE Trust II and SCE Trust III relating to trust preference securities

4.20 Form of Guarantee Agreement relating to trust preference securities

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5.1 Opinion of Barbara E. Mathews as to legality of the securities being registered

5.2 Opinion of Richards, Layton & Finger, P.A. relating to SCE Trust II and SCE Trust III

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

12.2 Statement regarding Computation of Ratios of Earnings to Fixed Charges

23.1 Consent of PricewaterhouseCoopers LLP

24.1 Power of Attorney as to Southern California Edison Company

25.1 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A., as Trustee under the Indenture (First and Refunding Mortgage Bonds).

25.2 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A., as Trustee under the Indenture (Senior Debt Securities).

25.3 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A., as Trustee under the Indenture (Subordinated Debt Securities).

__________________

+ To be filed by amendment or by incorporation by reference in connection with the offering of the securities.

* Incorporated by reference pursuant to Rule 411.

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Exhibit 4.19

AMENDED AND RESTATED DECLARATION

OF TRUST

SCE TRUST _

Dated as of __________



TABLE OF CONTENTS (continued)
			Page
ARTICLE I		INTERPRETATION AND DEFINITIONS
	SECTION 1.1	Definitions	1
ARTICLE II		[RESERVED]
ARTICLE III		ORGANIZATION
	SECTION 3.1	Name	7
	SECTION 3.2	Office	8
	SECTION 3.3	Purpose	8
	SECTION 3.4	Authority	8
	SECTION 3.5	Title to Property of the Trust	8
	SECTION 3.6	Powers and Duties of the Administrative Trustees	8
	SECTION 3.7	Prohibition of Actions by the Trust and the Trustees	11
	SECTION 3.8	Powers and Duties of the Institutional Trustee	11
	SECTION 3.9	Certain Duties and Responsibilities of the Institutional Trustee	13
	SECTION 3.10	Certain Rights of Institutional Trustee	15
	SECTION 3.11	Delaware Trustee	17
	SECTION 3.12	Execution of Documents	18
	SECTION 3.13	Not Responsible for Recitals or Issuance of Securities	18
	SECTION 3.14	Duration of Trust	18
	SECTION 3.15	Mergers	18
	SECTION 3.16	Paying Agent	20
ARTICLE IV		SPONSOR
	SECTION 4.1	Sponsor’s Purchase of Common Securities	20
	SECTION 4.2	Responsibilities of the Sponsor	21
	SECTION 4.3	Exchanges by the Sponsor	21
ARTICLE V		TRUSTEES
	SECTION 5.1	Number of Trustees	22
	SECTION 5.2	Delaware Trustee	23
	SECTION 5.3	Institutional Trustee; Eligibility	23
	SECTION 5.4	Qualifications of Administrative Trustees and Delaware Trustee Generally	23
	SECTION 5.5	Initial Trustees; Additional Powers of Administrative Trustees	24
	SECTION 5.6	Appointment, Removal and Resignation of Trustees	24
	SECTION 5.7	Vacancies Among Trustees	26
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TABLE OF CONTENTS (continued)
			Page
	SECTION 5.8	Effect of Vacancies	26
	SECTION 5.9	Meetings	26
	SECTION 5.10	Delegation of Power	27
	SECTION 5.11	Merger, Conversion, Consolidation or Succession to Business	27
ARTICLE VI		DISTRIBUTIONS
	SECTION 6.1	Distributions	27
ARTICLE VII		ISSUANCE OF SECURITIES
	SECTION 7.1	General Provisions Regarding Securities	28
	SECTION 7.2	Issuance of Securities; Purchase of Series _ Preference Shares	29
ARTICLE VIII		TERMINATION OF TRUST
	SECTION 8.1	Termination of Trust	30
ARTICLE IX		TRANSFER OF INTERESTS
	SECTION 9.1	Transfer of Securities	31
	SECTION 9.2	Transfer of Certificates	31
	SECTION 9.3	Deemed Security Holders	32
	SECTION 9.4	Book-Entry Interests	32
	SECTION 9.5	Notices to Clearing Agency	32
	SECTION 9.6	Appointment of Successor Clearing Agency	33
	SECTION 9.7	Definitive Trust Preference Security Certificates	33
	SECTION 9.8	Mutilated, Destroyed, Lost or Stolen Certificates	33
	ARTICLE X	LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS
	SECTION 10.1	Liability	34
	SECTION 10.2	Exculpation	34
	SECTION 10.3	Fiduciary Duty	35
	SECTION 10.4	Indemnification	36
	SECTION 10.5	Outside Businesses	38
	SECTION 10.6	Payment of Expenses	39
ARTICLE XI		ACCOUNTING
	SECTION 11.1	Fiscal Year	39
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TABLE OF CONTENTS (continued)
			Page
	SECTION 11.2	Certain Accounting Matters	39
	SECTION 11.3	Banking	40
	SECTION 11.4	Withholding	40
ARTICLE XII		AMENDMENTS AND MEETINGS
	SECTION 12.1	Amendments	40
	SECTION 12.2	Meetings of the Holders of Securities; Action by Written Consent	42
ARTICLE XIII		REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE
	SECTION 13.1	Representations and Warranties of Institutional Trustee	44
	SECTION 13.2	Representations and Warranties of Delaware Trustee	45
ARTICLE XIV		MISCELLANEOUS
	SECTION 14.1	Notices	45
	SECTION 14.2	Governing Law; Waiver of Jury Trial	47
	SECTION 14.3	Intention of the Parties	47
	SECTION 14.4	Headings	47
	SECTION 14.5	Successors and Assigns	47
	SECTION 14.6	Partial Enforceability	47
	SECTION 14.7	Counterparts	47
ANNEXES AND EXHIBITS
ANNEX I		Terms of ____% Trust Preference Securities and Common Securities
EXHIBIT A-1		Form of Trust Preference Security Certificate
EXHIBIT A-2		Form of Common Security Certificate
EXHIBIT B		Underwriting Agreement







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AMENDED AND RESTATED DECLARATION OF TRUST

SCE TRUST _

__________

AMENDED AND RESTATED DECLARATION OF TRUST (“ Declaration of Trust ”) dated and effective as of ___________, by the Trustees (as defined herein), the Sponsor (as defined herein) and by the holders, from time to time, of undivided beneficial interests in the assets of the Trust to be issued pursuant to this Declaration of Trust;

WHEREAS, the Trustees and the Sponsor established SCE Trust _ (the “ Trust ”), a trust under the Statutory Trust Act (as defined herein) pursuant to a Trust Agreement dated as of __________, as amended to date (as so amended, the “ Existing Declaration ”), and a Certificate of Trust filed with the Secretary of State of the State of Delaware on __________, for the sole purpose of issuing and selling certain securities representing undivided beneficial interests in the assets of the Trust and investing the proceeds thereof in those certain Series _ Preference Shares (as hereinafter defined) of Southern California Edison Company;

WHEREAS, as of the date hereof, no interests in the Trust have been issued;

WHEREAS, the parties hereto, by this Declaration of Trust, amend and restate each and every term and provision of the Existing Declaration; and

NOW, THEREFORE, it being the intention of the parties hereto to continue the Trust as a statutory trust under the Statutory Trust Act and that this Declaration of Trust constitute the governing instrument of such statutory trust, the Trustees declare that all assets contributed to the Trust will be held in trust for the benefit of the holders, from time to time, of the securities representing undivided beneficial interests in the assets of the Trust issued hereunder, subject to the provisions of this Declaration of Trust.

ARTICLE I

INTERPRETATION AND DEFINITIONS

SECTION 1.1 Definitions.

Unless the context otherwise requires:

(a) Capitalized terms used in this Declaration of Trust but not defined in the preamble above have the respective meanings assigned to them in this Section 1.1;

(b) a term defined anywhere in this Declaration of Trust has the same meaning throughout;

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(c) all references to “the Declaration of Trust” or “this Declaration of Trust” are to this Declaration of Trust as modified, supplemented or amended from time to time;

(d) all references in this Declaration of Trust to Articles and Sections and Annexes and Exhibits are to Articles and Sections of and Annexes and Exhibits to this Declaration of Trust unless otherwise specified; and

(e) a reference to the singular includes the plural and vice versa.

“ Administrative Trustee ”: has the meaning specified in Section 5.1(b).

“ Affiliate ”: has the same meaning as given to that term in Rule 405 of the Securities Act or any successor rule thereunder.

“ Articles of Incorporation ”: means the Restated Articles of Incorporation of the Series _ Preference Share Issuer as filed with the Secretary of State of the State of California, as the same may be amended, modified or restated from time to time in accordance therewith and with the CGCL.

“ Authorized Officer ”: of a Person means any Person that is authorized to bind such Person.

“ Book-Entry Interest ”: means a beneficial interest in a Global Certificate, ownership and transfers of which shall be maintained and made through book entries by a Clearing Agency as described in Section 9.4.

“ Business Day ”: means any weekday that is not a legal holiday in New York, New York and is not a day on which banking institutions in New York, New York or Los Angeles, California are closed.

“ Certificate ”: means a Common Security Certificate or a Trust Preference Security Certificate.

“ Certificate of Determination ”: means the Certificate of Determination of Preferences of the Series _ Preference Stock of Southern California Edison Company filed in the office of the Secretary of State of the State of California on ________.

“ CGCL ”: means the General Corporation Law of the State of California as in effect from time to time.

“ Change in 1940 Act Law ”: has the meaning set forth in Annex I hereto.

“ Clearing Agency ”: means an organization registered as a “Clearing Agency” pursuant to Section 17A of the Exchange Act that is acting as depositary for the Trust Preference Securities and in whose name or in the name of a nominee of that organization shall be registered a Global Certificate and which shall undertake to effect book entry transfers and pledges of the Trust Preference Securities.

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

“ Closing Date ”: means ________.

“ Code ”: means the Internal Revenue Code of 1986, as amended from time to time, or any successor legislation.

“ Commission ”: means the Securities and Exchange Commission.

“ Common Security ”: has the meaning specified in Section 7.1.

“ Common Security Certificate ”: means a definitive certificate in fully registered form representing a Common Security substantially in the form of Exhibit A-2.

“ Company Indemnified Person ”: means (a) any Administrative Trustee; (b) any Affiliate of any Administrative Trustee; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrative Trustee; or (d) any officer, employee or agent of the Trust or its Affiliates.

“ Corporate Trust Office ”: means an office of the Institutional Trustee at which the corporate trust business of the Institutional Trustee shall, at any particular time, be administered, which office at the date of execution of this Declaration of Trust is located at The Bank of New York Mellon Trust Company, N.A., 2 N. LaSalle Street, Suite 1020, Chicago, IL 60602, Attn: Corporate Trust Administration, or such other address as the Institutional Trustee may designate from time to time by notice to the Holders and the Sponsor, or the principal corporate trust office of any successor Institutional Trustee (or such other address as such successor Institutional Trustee may designate from time to time by notice to the Holders and the Sponsor).

“ Covered Person ”: means: (a) any officer, director, shareholder, partner, member, representative, employee or agent of (i) the Trust or (ii) the Trust's Affiliates; and (b) any Holder of Securities.

“ Definitive Trust Preference Security Certificates ”: has the meaning set forth in Section 9.4.

“ Delaware Trustee ”: has the meaning set forth in Section 5.1(b).

“ Distribution ”: has the meaning set forth in Section 6.1.

“ Distribution Payment Period ”: has the meaning set forth in Annex I hereto.

“ Distribution Rate ”: has the meaning set forth in paragraph 2(a) of Annex I.

“ DTC ”: means The Depository Trust Company, the initial Clearing Agency.

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“ Exchange Act ”: means the Securities Exchange Act of 1934, as amended from time to time, or any successor legislation.

“ Fiduciary Indemnified Person ”: has the meaning set forth in Section 10.4(b).

“ Fiscal Year ”: has the meaning specified in Section 11.1.

“ Global Certificate ”: has the meaning set forth in Section 9.4.

“ Holder ”: means a Person in whose name a Certificate representing a Security is registered, such Person being a beneficial owner within the meaning of the Statutory Trust Act.

“ Indemnified Person ”: means a Company Indemnified Person or a Fiduciary Indemnified Person.

“ Institutional Trustee ”: means the Trustee meeting the eligibility requirements set forth in Section 5.3.

“ Institutional Trustee Account ”: has the meaning set forth in Section 3.8(c).

“ Investment Company ”: means an investment company as defined in the Investment Company Act.

“ Investment Company Act ”: means the Investment Company Act of 1940, as amended from time to time, or any successor legislation.

“ Investment Company Event ”: has the meaning set forth in Annex I hereto.

“ Legal Action ”: has the meaning set forth in Section 3.6(g).

“ Liquidation Distribution ”: has the meaning set forth in Annex I hereto.

“ Majority in liquidation amount of the Securities ”: means Holder(s) of outstanding Securities voting together as a single class or, as the context may require, Holders of outstanding Trust Preference Securities or Holders of outstanding Common Securities voting separately as a class, who are the record owners of an aggregate liquidation amount representing more than 50% of the aggregate liquidation amount (including the stated amount that would be paid on redemption or liquidation, plus accrued and unpaid Distributions to the date upon which the voting percentages are determined) of all outstanding Securities or all outstanding Securities of the relevant class, as the case may be.

“ Officers' Certificate ”: means, with respect to any Person, a certificate signed by two Authorized Officers of such Person. Any Officers' Certificate delivered with respect to compliance with a condition or covenant provided for in this Declaration of Trust shall include:

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

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

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

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

“ Over-Allotment Option ”: has the meaning specified in Section 7.2(d).

“ Over-Allotment Closing Date ”: has the meaning specified in Section 7.2(d).

“ Over-Allotment Exercise Amount ”: has the meaning specified in Section 7.2(d).

“ Paying Agent ”: means any paying agent or co-paying agent appointed pursuant to Section 3.16 and shall initially be The Bank of New York Mellon Trust Company, N.A.

“ Payment Amount ”: has the meaning specified in Section 6.1.

“ Person ”: means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust (whether statutory or common law trust), unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature.

“ Quorum ”: means any one Administrative Trustee or, if there is only one Administrative Trustee, such Administrative Trustee.

“ Redemption/Distribution Notice ”: has the meaning specified in Annex I hereto.

“ Redemption Price ”: has the meaning set forth in Annex I hereto.

“ Registrar ”: has the meaning specified in Section 9.2.

“ Related Party ”: means, with respect to the Sponsor, any direct or indirect wholly owned subsidiary of the Sponsor or any other Person that owns, directly or indirectly, 100% of the outstanding common stock of the Sponsor.

“ Responsible Officer ”: means, with respect to the Institutional Trustee, any officer within the Corporate Trust Office of the Institutional Trustee with direct responsibility for the administration of this Declaration of Trust and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of that officer's knowledge of and familiarity with the particular subject.

“ Rule 3a-5 ”: means Rule 3a-5 under the Investment Company Act.

“ Securities ”: means the Common Securities and the Trust Preference Securities.

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“ Securities Act ”: means the Securities Act of 1933, as amended from time to time, or any successor legislation.

“ Series _ Preference Shares ”: means the shares of Series _ Preference Stock to be issued by the Series _ Preference Share Issuer pursuant to the Certificate of Determination and to be held by the Institutional Trustee for the benefit of the Holders of Securities as provided herein.

“ Series _ Preference Share Issuer ”: means Southern California Edison Company, a California corporation, in its capacity as issuer of the Series _ Preference Shares.

“ Series _ Preference Share Issuer Governing Documents ”: shall mean the Articles of Incorporation and the Certificate of Determination.

“ Special Event :” shall have the meaning specified in Annex I hereto.

“ Sponsor ”: means Southern California Edison Company, a California corporation, or any successor entity thereto pursuant to a merger, consolidation or amalgamation, in its capacity as sponsor of the Trust.

“ Sponsor Affiliated Holder ”: has the meaning set forth in Section 4.3.

“ Statutory Trust Act ”: means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code §3801 et seq., as it may be amended from time to time, or any successor legislation.

“ Subscription Agreement ”: means that certain subscription agreement dated as of ________, by and among the Trust and the Series _ Preference Share Issuer regarding the purchase and sale of the Common Securities and the Series _ Preference Shares.

“ Successor Delaware Trustee ”: has the meaning set forth in Section 5.6.

“ Successor Entity ”: has the meaning set forth in Section 3.15(b).

“ Successor Institutional Trustee ”: has the meaning set forth in Section 5.6.

“ Successor Securities ”: has the meaning set forth in Section 3.15(b).

“ Super Majority ”: has the meaning set forth in Annex I hereto.

“ Tax Event ”: has the meaning set forth in Annex I hereto.

“ 10% in liquidation amount of the Securities ”: means, except as provided in the terms of the Trust Preference Securities, Holder(s) of outstanding Securities voting together as a single class or, as the context may require, Holders of outstanding Trust Preference Securities or Holders of outstanding Common Securities voting separately as a class, who are the record owners of an aggregate liquidation amount representing 10% or more of the aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or

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otherwise, plus accrued and unpaid Distributions to the date upon which the voting percentages are determined) of all outstanding Securities of the relevant class.

“ Treasury Regulations ”: means the income tax regulations, including temporary and proposed regulations, promulgated under the Code by the United States Treasury, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“ Trust Distribution Payment Date ”: has the meaning set forth in Annex I hereto.

“ Trustee ” or “ Trustees ”: means each Person who has signed this Declaration of Trust as a trustee, until such Person shall have died, resigned or been removed in accordance with the terms hereof, and all other Persons who may from time to time be duly appointed, qualified and serving as Trustees in accordance with the provisions hereof, and references herein to a Trustee or the Trustees shall refer to such Person or Persons solely in their capacity as trustees hereunder.

“ Trust Preference Securities Guarantee ”: means the guarantee agreement dated as of ________ of the Sponsor in respect of the Trust Preference Securities.

“ Trust Preference Security ”: has the meaning specified in Section 7.1.

“ Trust Preference Security Beneficial Owner ”: means, with respect to a Book-Entry Interest, a Person who is the beneficial owner of such Book-Entry Interest, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).

“ Trust Preference Security Certificate ”: means a certificate representing a Trust Preference Security substantially in the form of Exhibit A-1.

“ Underwriting Agreement ”: means the Underwriting Agreement for the offering and sale of Trust Preference Securities in the form of Exhibit B.

ARTICLE II

[RESERVED]

ARTICLE III

ORGANIZATION

SECTION 3.1 Name . The Trust is named “SCE Trust _,” as such name may be modified from time to time by the Administrative Trustees following written notice to the Institutional Trustee, the Delaware Trustee and the Holders of Securities. The Trust's activities may be

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conducted under the name of the Trust or any other name deemed advisable by the Administrative Trustees.

SECTION 3.2 Office . The address of the principal office of the Trust is c/o Southern California Edison Company, 2244 Walnut Grove Avenue, Rosemead, California 91770. The Administrative Trustees may designate another principal office upon notice to the Institutional Trustee, the Delaware Trustee and the Holders of Securities.

SECTION 3.3 Purpose . The exclusive purposes and functions of the Trust are (a) to issue and sell Securities and use the proceeds from such sale to acquire the Series _ Preference Shares, and (b) except as otherwise limited herein, to engage in only those other activities necessary, or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, pledge any of its assets, or otherwise undertake (or permit to be undertaken) any activity that would cause the Trust not to be classified for United States federal income tax purposes as a domestic grantor trust.

SECTION 3.4 Authority . Subject to the limitations provided in this Declaration of Trust and to the specific duties of the Institutional Trustee and the Sponsor, the Administrative Trustees shall have exclusive and complete authority to carry out the purposes of the Trust. An action taken by the Administrative Trustees in accordance with their powers shall constitute the act of and serve to bind the Trust and an action taken by the Institutional Trustee on behalf of the Trust in accordance with its powers herein given shall constitute the act of and serve to bind the Trust. In dealing with the Trustees acting on behalf of the Trust, no Person shall be required to inquire into the authority of the Trustees to bind the Trust. Persons dealing with the Trust are entitled to rely conclusively on the power and authority of the Trustees as set forth in this Declaration of Trust.

SECTION 3.5 Title to Property of the Trust . Except as provided in Section 3.8 with respect to the Series _ Preference Shares and the Institutional Trustee Account or as otherwise provided in this Declaration of Trust, legal title to all assets of the Trust shall be vested in the Trust. The Holders shall not have legal title to any part of the assets of the Trust, but shall have an undivided beneficial interest in the assets of the Trust.

SECTION 3.6 Powers and Duties of the Administrative Trustees . The Administrative Trustees shall have the exclusive power, duty and authority to cause the Trust to engage in the following activities (and any actions taken by the Administrative Trustees in furtherance of the following prior to the date hereof are hereby ratified and confirmed in all respects):

(a) to issue and sell the Trust Preference Securities and the Common Securities in accordance with this Declaration of Trust; provided, however, that the Trust may issue no more than one series of Trust Preference Securities and no more than one series of Common Securities, and, provided further, that there shall be no interests in the Trust other than the Securities, and the issuance of Securities shall be limited to one simultaneous issuance of both Trust Preference Securities and Common Securities on the Closing Date, plus no more than one additional issuance of Trust Preference Securities pursuant to the Over-Allotment Option on one Over-Allotment Closing Date;

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(b) in connection with the issue and sale of the Trust Preference Securities to:

(i) execute and file with the Commission on behalf of the Trust a registration statement on Form S-3 or on another appropriate form, or a registration statement under Rule 462(b) of the Securities Act, in each case prepared by the Sponsor, including any pre-effective or post-effective amendments thereto, relating to the registration under the Securities Act of the Trust Preference Securities;

(ii) execute and file any documents prepared by the Sponsor, or take any acts as determined by the Sponsor to be necessary in order to qualify or register all or part of the Trust Preference Securities in any state in which the Sponsor has determined to qualify or register such Trust Preference Securities for sale;

(iii) if requested by the Sponsor, execute and file an application, prepared by the Sponsor, to the New York Stock Exchange, any other national stock exchange or The NASDAQ Stock Market for listing of any Trust Preference Securities, including upon notice of issuance thereof;

(iv) if requested by the Sponsor, execute and file with the Commission on behalf of the Trust a registration statement on Form 8-A, prepared by the Sponsor, including any pre-effective or post-effective amendments thereto, relating to the registration of the Trust Preference Securities under Section 12(b) of the Exchange Act; and

(v) execute and deliver the Subscription Agreement providing for the sale and purchase of the Common Securities and the Series _ Preference Shares, respectively;

(c) to acquire the Series _ Preference Shares with the proceeds of the sale of the Trust Preference Securities and the Common Securities; provided, however , that the Administrative Trustees shall cause legal title to the Series _ Preference Shares to be held of record in the name of the Institutional Trustee for the benefit of the Holders of the Trust Preference Securities and the Holders of Common Securities;

(d) to give the Sponsor and the Institutional Trustee prompt written notice of the occurrence of a Tax Event or Investment Company Event; provided , that the Administrative Trustees shall consult with the Sponsor and the Institutional Trustee before taking or refraining from taking any ministerial action in relation to a Tax Event or Investment Company Event;

(e) to establish a record date with respect to all actions to be taken hereunder that require a record date be established, including and with respect to, Distributions, voting rights, redemptions and exchanges, and to issue relevant notices to the Holders of Trust Preference Securities and Holders of Common Securities as to such actions and applicable record dates;

(f) to take all actions and perform such duties as may be required of the Administrative Trustees pursuant to the terms of the Securities;

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(g) to bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands of or against the Trust (“ Legal Action ”) , unless pursuant to Section 3.8(g), the Institutional Trustee has the exclusive power to bring such Legal Action;

(h) to employ or otherwise engage employees and agents (who may be designated as officers with titles) and managers, contractors, advisors, and consultants and pay reasonable compensation for such services;

(i) to incur expenses that are necessary or incidental to carry out any of the purposes of the Trust;

(j) to act as, or appoint another Person to act as, registrar and transfer agent for the Securities;

(k) to take all action that may be necessary or appropriate for the preservation and the continuation of the Trust's valid existence, rights, franchises and privileges as a statutory trust under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Holders of the Trust Preference Securities or to enable the Trust to effect the purposes for which the Trust was created;

(l) to take any action, not inconsistent with this Declaration of Trust or with applicable law, that the Administrative Trustees determine in their discretion to be necessary or desirable in carrying out the activities of the Trust as set out in this Section 3.6, including, but not limited to:

(i) causing the Trust not to be deemed to be an Investment Company required to be registered under the Investment Company Act; and

(ii) causing the Trust to be classified for United States federal income tax purposes as a domestic grantor trust;

provided, that any such action does not materially adversely affect the interests of Holders;

(m) to take all action necessary to cause all applicable tax returns and tax information reports that are required to be filed with respect to the Trust to be duly prepared and filed by the Administrative Trustees, on behalf of the Trust; and

(n) to execute all documents or instruments, perform all duties and powers, and do all things for and on behalf of the Trust in all matters necessary or incidental to the foregoing.

The Administrative Trustees must exercise the powers set forth in this Section 3.6 in a manner that is consistent with the purposes and functions of the Trust set out in Section 3.3, and the Administrative Trustees shall not take any action that is inconsistent with the purposes and functions of the Trust set forth in Section 3.3.

Subject to this Section 3.6, the Administrative Trustees shall have none of the powers or the authority of the Institutional Trustee set forth in Section 3.8.

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For the avoidance of doubt, it is intended that the Administrative Trustees will have no powers that would cause them to be deemed fiduciaries with respect to any assets of the Trust for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended.

Any expenses incurred by the Administrative Trustees pursuant to this Section 3.6 shall be reimbursed by the Sponsor.

SECTION 3.7 Prohibition of Actions by the Trust and the Trustees .

(a) The Trust shall not, and the Trustees (including the Institutional Trustee) shall not cause the Trust to, engage in any activity other than as required or authorized by this Declaration of Trust. In particular, the Trust shall not:

(i) invest any proceeds received by the Trust from holding the Series _ Preference Shares, but shall promptly distribute all such proceeds to Holders of Securities pursuant to the terms of this Declaration of Trust and of the Securities;

(ii) acquire any assets other than as expressly provided herein;

(iii) possess Trust property for other than a Trust purpose;

(iv) make any loans or incur any indebtedness;

(v) possess any power or otherwise act in such a way as to vary the Trust assets;

(vi) possess any power or otherwise act in such a way as to vary the terms of the Securities in any way whatsoever (except to the extent expressly authorized in this Declaration of Trust or by the terms of the Securities);

(vii) issue any securities or other evidences of beneficial ownership of, or beneficial interest in, the Trust other than the Securities;

(viii) take any action inconsistent with the status of the Trust as a domestic grantor trust for United States federal income tax purposes;

(ix) other than as provided in this Declaration of Trust or Annex I, consent to any amendment or modification of the Certificate of Determination or the Series _ Preference Shares where such consent shall be required unless the Trust shall have obtained an opinion of nationally recognized independent tax counsel experienced in such matters to the effect that as a result of such action, the Trust will not fail to be classified as a domestic grantor trust for United States federal income tax purposes; or

(x) revoke any action previously authorized or approved by a vote of the Holders of the Trust Preference Securities as permitted hereunder.

SECTION 3.8 Powers and Duties of the Institutional Trustee .

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(a) The legal title to the Series _ Preference Shares shall be owned by and held of record in the name of the Institutional Trustee in trust for the benefit of the Holders of the Securities. The right, title and interest of the Institutional Trustee to the Series _ Preference Shares shall vest automatically in each Person who may hereafter be appointed as Institutional Trustee in accordance with Section 5.6. Such vesting and cessation of title shall be effective whether or not conveyancing documents with regard to the Series _ Preference Shares have been executed and delivered.

(b) The Institutional Trustee shall not transfer its right, title and interest in the Series _ Preference Shares to the Administrative Trustees or to the Delaware Trustee (if the Institutional Trustee does not also act as Delaware Trustee).

(xi) establish and maintain a segregated non-interest bearing trust account (the “ Institutional Trustee Account ”) in the name of and under the exclusive control of the Institutional Trustee on behalf of the Holders of the Securities and, upon the receipt of payments of funds made in respect of the Series _ Preference Shares held by the Institutional Trustee, deposit such funds into the Institutional Trustee Account and make payments to the Holders of the Trust Preference Securities and Holders of the Common Securities from the Institutional Trustee Account in accordance with Section 6.1. Funds in the Institutional Trustee Account shall be held uninvested until disbursed in accordance with this Declaration of Trust. The Institutional Trustee Account shall be an account that is maintained with a banking institution the rating on whose long-term unsecured indebtedness assigned by a “nationally recognized statistical rating organization,” as that term is defined for purposes of Rule 436(g)(2) under the Securities Act, is at least equal to “A”;

(xii) engage in such ministerial activities as shall be necessary or appropriate to effect the redemption of the Trust Preference Securities and the Common Securities to the extent the Series _ Preference Shares are redeemed;

(xiii) upon written notice of distribution issued by the Administrative Trustees in accordance with the terms of the Securities, engage in such ministerial activities as shall be necessary or appropriate to effect the distribution of the Series _ Preference Shares to Holders of Securities pursuant to the terms of the Securities; and

(xiv) shall, subject to its right to indemnity provided in Section 3.10(a)(vi) and its right to receive instructions as provided in Section 3.10(a)(x), take all actions any Holder may request to facilitate the exercise by such Holder of its rights under Section 5.1 of the Trust Preference Securities Guarantee.

(d) The Institutional Trustee shall take all actions and perform such duties as may be specifically required of the Institutional Trustee pursuant to the terms of the Securities.

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(e) Notwithstanding anything to the contrary in this Declaration of Trust, the Series _ Preference Share Issuer shall have the right to set-off any payment it is otherwise required to make in respect of any Trust Preference Security to the extent the Series _ Preference Share Issuer has heretofore made, or is currently on the date of such payment making, a payment under the Trust Preference Securities Guarantee.

(f) The Institutional Trustee shall continue to serve as a Trustee until either:

(i) the Trust has been completely liquidated and the proceeds of the liquidation distributed to the Holders of Securities pursuant to the terms of the Securities and this Declaration of Trust (including Annex I); or

(ii) a Successor Institutional Trustee has been appointed and has accepted that appointment in accordance with Section 5.6.

(g) The Institutional Trustee shall have the legal power to exercise all of the rights, powers and privileges of a holder of Series _ Preference Shares under the Certificate of Determination and shall, for the benefit of the Holders of Securities, enforce its rights as holder of the Series _ Preference Shares subject to the rights of the Holders pursuant to the terms of such Securities, this Declaration of Trust (including Annex I), the Trust Preference Securities Guarantee and the Statutory Trust Act.

(h) Subject to this Section 3.8, the Institutional Trustee shall have none of the duties, liabilities, powers or the authority of the Administrative Trustees set forth in Section 3.6.

The Institutional Trustee must exercise the powers set forth in this Section 3.8 in a manner that is consistent with the purposes and functions of the Trust set out in Section 3.3, and the Institutional Trustee shall have no power to and shall not take any action that is inconsistent with the purposes and functions of the Trust set out in Section 3.3.

SECTION 3.9 Certain Duties and Responsibilities of the Institutional Trustee .

(a) The Institutional Trustee shall undertake to perform only such duties as are specifically set forth in this Declaration of Trust and no implied covenants shall be read into this Declaration of Trust against the Institutional Trustee. Subject to any voting right of the Holders under the Securities, if the Institutional Trustee is required to decide between alternative causes of action under this Declaration of Trust, construe ambiguous provisions in this Declaration of Trust or is unsure of the application of any provision of this Declaration of Trust, the Institutional Trustee will take such action as directed by the Sponsor and, if not so directed, shall take such action as it may deem necessary. The Institutional Trustee shall exercise such of the rights and powers vested in it by this Declaration of Trust, and use the same degree of care and skill in the exercise of such rights and powers, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(b) No provision of this Declaration of Trust shall be construed to relieve the Institutional Trustee from liability for its own bad faith, its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

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i. the duties and obligations of the Institutional Trustee shall be determined solely by the express provisions of this Declaration of Trust and the Institutional Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Declaration of Trust, and no implied covenants or obligations shall be read into this Declaration of Trust against the Institutional Trustee; and

ii. in the absence of bad faith on the part of the Institutional Trustee, the Institutional Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Institutional Trustee and conforming to the requirements of this Declaration of Trust; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Institutional Trustee, the Institutional Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Declaration of Trust (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein, absent manifest error);

iii. the Institutional Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Institutional Trustee, unless it shall be proved that the Institutional Trustee was negligent in ascertaining the pertinent facts;

iv. the Institutional Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Institutional Trustee, or exercising any trust or power conferred upon the Institutional Trustee under this Declaration of Trust;

v. no provision of this Declaration of Trust shall require the Institutional Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Declaration of Trust or indemnity reasonably satisfactory to the Institutional Trustee against such risk or liability is not reasonably assured to it;

vi. the Institutional Trustee's sole duty with respect to the custody, safe keeping and physical preservation of the Series _ Preference Shares and the Institutional Trustee Account shall be to deal with such property in a similar manner as the Institutional Trustee deals with similar property for its own account, subject to the protections and limitations on liability afforded to the Institutional Trustee under this Declaration of Trust and the Trust Indenture Act, to the extent applicable to institutional trustees in agreements governed by the Trust Indenture Act of 1939 (as amended from time to time or any successor legislation, the “Trust Indenture Act”);

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vii. the Institutional Trustee shall have no duty or liability for or with respect to the value, genuineness, existence or sufficiency of the Series _ Preference Shares or the payment of any taxes or assessments levied thereon or in connection therewith;

viii. the Institutional Trustee shall not be liable for any interest on any money received by it except as it may otherwise agree with the Sponsor. Money held by the Institutional Trustee need not be segregated from other funds held by it except in relation to the Institutional Trustee Account maintained by the Institutional Trustee pursuant to Section 3.8(c)(i) and except to the extent otherwise required by law; and

ix. the Institutional Trustee shall not be responsible for monitoring the compliance by the Administrative Trustees or the Sponsor with their respective duties under this Declaration of Trust, nor shall the Institutional Trustee be liable for any default, negligence or misconduct of the Administrative Trustees or the Sponsor.

SECTION 3.10 Certain Rights of Institutional Trustee .

(a) Subject to the provisions of Section 3.9:

(i) the Institutional Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed, sent or presented by the proper party or parties;

(ii) any direction or act of the Sponsor or the Administrative Trustees contemplated by this Declaration of Trust shall be sufficiently evidenced by an Officers' Certificate;

(iii) whenever in the administration of this Declaration of Trust, the Institutional Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Institutional Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and conclusively rely upon an Officers' Certificate which, upon receipt of such request, shall be promptly delivered by the Sponsor or the Administrative Trustees;

(iv) the Institutional Trustee shall have no duty to see to any recording, filing or registration of any instrument (including any financing or continuation statement or any filing under tax or securities laws) or any rerecording, refiling or registration thereof;

(v) the Institutional Trustee may consult with counsel or other experts of its own selection and the advice or opinion of such counsel and experts with respect

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to legal matters or advice within the scope of such experts' area of expertise shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion, such counsel may be counsel to the Sponsor or any of its Affiliates, and may include any of its employees. The Institutional Trustee shall have the right at any time to seek instructions concerning the administration of this Declaration of Trust from any court of competent jurisdiction;

(vi) the Institutional Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Declaration of Trust or take any other action at the request or direction of any Holder, unless such Holder shall have provided to the Institutional Trustee security and indemnity, reasonably satisfactory to the Institutional Trustee, against the costs, expenses (including attorneys' fees and expenses and the expenses of the Institutional Trustee's agents, nominees or custodians) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the Institutional Trustee provided that nothing contained in this Section 3.10(a)(vi) shall be taken to relieve the Institutional Trustee of its obligation to exercise the rights and powers vested in it by this Declaration of Trust;

(vii) the Institutional Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Institutional Trustee, in its discretion, may make such reasonable further inquiry or investigation into such facts or matters as it may see fit at the expense of the Sponsor and shall incur no liability of any kind by reason of such inquiry or investigation;

(viii) the Institutional Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians, nominees or attorneys and the Institutional Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

(ix) any action taken by the Institutional Trustee or its agents hereunder shall bind the Trust and the Holders of the Securities, and the signature of the Institutional Trustee or its agents alone shall be sufficient and effective to perform any such action and no third party shall be required to inquire as to the authority of the Institutional Trustee to so act or as to its compliance with any of the terms and provisions of this Declaration of Trust, both of which shall be conclusively evidenced by the Institutional Trustee's or its agent's taking such action;

(x) whenever in the administration of this Declaration of Trust the Institutional Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Institutional Trustee (A) may request instructions from the Holders of the

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Securities, or any class of Securities, which instructions may only be given by the Holders of the same proportion in liquidation amount of the Securities as would be entitled to direct the Institutional Trustee under the terms of the Securities or the terms of this Declaration of Trust in respect of such remedy, right or action, (B) may refrain from enforcing such remedy or right or taking such other action until such instructions are received, and (C) shall be protected in conclusively relying on or acting in or accordance with such instructions;

(xi) in no event shall the Institutional Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Institutional Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action;

(xii) the rights, privileges, protections, immunities and benefits given to the Institutional Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Institutional Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder;

(xiii) the Trustee may request that the Sponsor deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Declaration of Trust; and

(xiv) in no event shall the Institutional Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Institutional Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and

(xv) except as otherwise expressly provided by this Declaration of Trust, the Institutional Trustee shall not be under any obligation to take any action that is discretionary under the provisions of this Declaration of Trust.

(b) No provision of this Declaration of Trust shall be deemed to impose any duty or obligation on the Institutional Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Institutional Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Institutional Trustee shall be construed to be a duty.

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SECTION 3.11 Delaware Trustee . Notwithstanding any other provision of this Declaration of Trust other than Section 5.2, the Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities of the Administrative Trustees or the Institutional Trustee described in this Declaration of Trust. Except as set forth in Section 5.2, the Delaware Trustee shall be a Trustee for the sole and limited purpose of fulfilling the requirements of § 3807(a) of the Statutory Trust Act that the Trust have at least one trustee with a principal place of business in the State of Delaware. The duties of the Delaware Trustee shall be limited to (i) accepting legal process served on the Trust in the State of Delaware and (ii) the execution of any certificates required to be filed with the Delaware Secretary of State which the Delaware Trustee is required to execute under § 3811 of the Statutory Trust Act. To the extent that, at law or in equity, the Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust, the Sponsor or the Holders, it is hereby understood and agreed by the other parties hereto that such duties and liabilities are replaced by the duties and liabilities of the Delaware Trustee expressly set forth in this Declaration of Trust. The Delaware Trustee shall have no liability for the acts or omissions of the Institutional Trustee, the Sponsor or the Administrative Trustees. The Delaware Trustee shall be entitled to all of the same rights, protections, privileges, benefits, indemnities and immunities under this Declaration of Trust and with respect to the Trust as the Institutional Trustee.

SECTION 3.12 Execution of Documents . Except as otherwise required by the Statutory Trust Act or applicable law, any Administrative Trustee is authorized to execute on behalf of the Trust any documents that the Administrative Trustees have the power and authority to execute pursuant to Section 3.6; provided, that the registration statement referred to in Section 3.6(b)(i), including any amendments thereto, shall be signed by all of the Administrative Trustees.

SECTION 3.13 Not Responsible for Recitals or Issuance of Securities . The recitals contained in this Declaration of Trust and the Securities shall be taken as the statements of the Sponsor, and the Trustees do not assume any responsibility for their correctness. The Trustees make no representations as to the value or condition of the property of the Trust or any part thereof. The Trustees make no representations as to the validity or sufficiency of this Declaration of Trust or the Securities.

SECTION 3.14 Duration of Trust . The Trust shall exist until dissolved and terminated pursuant to the provisions of Article VIII hereof.

SECTION 3.15 Mergers .

(a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except as described in Section 3.15(b) and (c), and Section 3 of Annex I.

(b) The Trust may, with the consent of the Administrative Trustees or, if there are more than two, a majority of the Administrative Trustees and without the consent of the Holders of the Securities, the Delaware Trustee or the Institutional Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as such under the laws of any State; provided, that:

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(i) if the Trust is not the successor, such successor entity (the “ Successor Entity ”) either:

(A) expressly assumes all of the obligations of the Trust under the Securities; or

(B) substitutes for the Securities other securities having substantially the same terms as the Trust Preference Securities (the “ Successor Securities ”) so long as the Successor Securities rank the same as the Trust Preference Securities rank with respect to Distributions and payments upon liquidation, redemption and otherwise;

(ii) the Series _ Preference Share Issuer expressly acknowledges a trustee of the Successor Entity that possesses the same powers and duties as the Institutional Trustee in its capacity as the Holder of the Series _ Preference Shares;

(iii) immediately following such merger, consolidation, amalgamation or replacement, the Trust Preference Securities of the Successor Entity or any Successor Securities are listed, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or with any other organization on which the Trust Preference Securities are then listed or quoted, if any;

(iv) such merger, consolidation, amalgamation or replacement does not cause the Trust Preference Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization;

(v) such merger, consolidation, amalgamation or replacement does not adversely affect the powers, preferences or special rights of the Securities (including any Successor Securities) in any material respect (other than with respect to any dilution of Holders' interests in the new entity as a result of such merger, consolidation, amalgamation or replacement);

(vi) such Successor Entity has a purpose identical to that of the Trust;

(vii) prior to such merger, consolidation, amalgamation or replacement, the Sponsor has received an opinion of a nationally recognized independent counsel to the Sponsor experienced in such matters to the effect that:

(A) such merger, consolidation, amalgamation or replacement does not adversely affect the powers, preferences or special rights of the Securities (including any Successor Securities) in any material respect (other than with respect to any dilution of the Holders' interest in the new entity); and

(B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor the Successor Entity will be required to register as an Investment Company; and

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(C) following such merger, consolidation, amalgamation or replacement, the Trust (or the Successor Entity) will continue to be classified as a domestic grantor trust for United States federal income tax purposes; and

(viii) the Sponsor or any permitted successor or assignee owns all of the Common Securities and guarantees the obligations of such Successor Entity under the Successor Securities at least to the extent provided by the Trust Preference Securities Guarantee and such Successor Entity expressly assumes all of the obligations of the Trust with respect to the Trustees.

(c) Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of Holders of 100% in liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it, if in the opinion of a nationally recognized independent tax counsel experienced in such matters, such consolidation, amalgamation, merger or replacement would cause the Trust or the Successor Entity to be classified as other than a domestic grantor trust for United States federal income tax purposes.

SECTION 3.16 Paying Agent . The initial Paying Agent shall be The Bank of New York Mellon Trust Company N.A. and any co-paying agent chosen by the Paying Agent and acceptable to the Administrative Trustees and the Sponsor. The Paying Agent shall make Distributions and shall report the amounts of such Distributions to the Institutional Trustee and the Administrative Trustees. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrative Trustees, the Institutional Trustee and the Sponsor. In the event that The Bank of New York Mellon Trust Company, N.A. shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Administrative Trustees shall appoint a successor that is acceptable to the Institutional Trustee and the Sponsor to act as Paying Agent (which shall be a bank or trust company). The Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrative Trustees to execute and deliver to the Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Institutional Trustee and upon resignation or removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Institutional Trustee. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

ARTICLE IV

SPONSOR

SECTION 4.1 Sponsor's Purchase of Common Securities . On the Closing Date, the Sponsor will purchase, by payment of $10,000 to the Trust, all of the Common Securities issued by the

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Trust, with a liquidation amount equal to $10,000, at the same time as Trust Preference Securities are sold, as further described in Section 7.2 hereof.

SECTION 4.2 Responsibilities of the Sponsor . In connection with the issue and sale of the Trust Preference Securities, the Sponsor shall have the exclusive right and responsibility to engage in the following activities (and any actions taken by the Sponsor in furtherance of the following prior to the date hereof are hereby ratified and confirmed in all respects):

(a) to prepare for filing by the Trust with the Commission a registration statement on Form S-3 or on another appropriate form, or a registration statement under Rule 462(b) of the Securities Act, including any pre-effective or post-effective amendments thereto, relating to the registration under the Securities Act of the Trust Preference Securities;

(b) to determine the States in which to take appropriate action to qualify or register for sale all or part of the Trust Preference Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such States;

(c) if it determines to be necessary or appropriate in its sole discretion, to prepare for filing by the Trust an application to the New York Stock Exchange, any other national stock exchange or The NASDAQ Stock Market for listing upon notice of issuance of any Trust Preference Securities;

(d) if it determines to be necessary or appropriate in its sole discretion, to prepare for filing by the Trust with the Commission a registration statement on Form 8-A, including any pre-effective or post-effective amendments thereto, relating to the registration of the Trust Preference Securities under Section 12(b) of the Exchange Act, including any amendments thereto; and

(e) to negotiate the terms of, execute and deliver the Underwriting Agreement providing for the sale of the Trust Preference Securities

SECTION 4.3 Exchanges by the Sponsor .

(a) If at any time, or from time to time, the Sponsor or any of its Affiliates (in either case, a “ Sponsor Affiliated Holder ”) is the Holder of any Trust Preference Securities, such Sponsor Affiliated Holder shall have the right to deliver to the Institutional Trustee all or such portion of its Trust Preference Securities as it elects and receive, in exchange therefor, Series _ Preference Shares in an aggregate liquidation preference equal to the stated liquidation amount of, with a dividend rate identical to the Distribution Rate of, and accrued and unpaid dividends equal to accrued and unpaid Distributions on, the Trust Preference Securities. Such election (i) shall be exercisable by such Sponsor Affiliated Holder delivering to the Institutional Trustee a written notice of such election (A) specifying the liquidation amount of the Trust Preference Securities with respect to which such election is being made and (B) the date on which such exchange shall occur, which date shall not be less than three (3) Business Days after the receipt by the Institutional Trustee of such election notice, and which may be any date other than the record date for any Distribution or a date from such record date to and including the Distribution

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Date for such Distribution and (ii) shall be conditioned upon such Sponsor Affiliated Holder having delivered or caused to be delivered to the Institutional Trustee or its designee the Trust Preference Securities which are the subject of such election by 10:00 A.M. New York City time, on the date on which such exchange is to occur. After the exchange, such Trust Preference Securities will be cancelled and will no longer be deemed to be outstanding and all rights of the Sponsor or its Affiliate(s) with respect to such Trust Preference Securities will cease, including accrued and unpaid Distributions thereon. In the event such Trust Preference Securities are Book-Entry Interests, upon such exchange the Registrar (including the Institutional Trustee, in its capacity as Registrar) shall cause an annotation to be made on the related Global Certificate or certificates evidencing such Book-Entry Interests to evidence the reduction in the liquidation amount thereof resulting from such cancellation. In the event of any exchange of Trust Preference Securities contemplated in this subsection (a) that would leave no Trust Preference Securities outstanding, the Sponsor shall have the right to require the Institutional Trustee to exchange any remaining outstanding Common Securities of the Trust in the same manner described in this subsection (a).

(b) Notwithstanding anything else in this Declaration of Trust to the contrary, in order to effectuate the exchanges contemplated in (a) above, the Trust is hereby authorized to execute, deliver and perform, and the Sponsor, the Institutional Trustee, any Administrative Trustee or the Registrar, on behalf of the Trust, acting singly or collectively, is hereby authorized to execute and deliver on behalf of the Trust, an exchange agreement, cancellation letter, and any and all other documents, agreements, or certificates contemplated by or related to the exchanges made pursuant to (a) above, in each case without further vote or approval of any other Person. For the avoidance of doubt, the exchanges contemplated in (a) above shall not be deemed “redemptions” for any purposes of this Declaration of Trust or the terms of the Trust Preference Securities.

ARTICLE V

TRUSTEES

SECTION 5.1 Number of Trustees . The number of Trustees initially shall be five, and:

(a) at any time before the issuance of any Securities, the Sponsor may, by written instrument, increase or decrease the number of Trustees; and

(b) after the issuance of any Securities, the number of Trustees may be increased or decreased by vote of the Holders of a Majority in liquidation amount of the Common Securities voting as a class at a meeting of the Holders of the Common Securities, provided, however, that the number of Trustees shall in no event be less than two; provided further that (1) one Trustee, in the case of a natural person, shall be a person who is a resident of the State of Delaware or that, if not a natural person, shall be an entity which has its principal place of business in the State of Delaware (the “ Delaware Trustee ”); (2) there shall be at least one Trustee who is an employee or officer of, or is affiliated with the Sponsor (an “ Administrative Trustee ”); and (3) one Trustee shall be the Institutional Trustee, and such Trustee may also serve as Delaware Trustee if it meets the applicable requirements.

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SECTION 5.2 Delaware Trustee . If required by the Statutory Trust Act, the Delaware Trustee shall be:

(a) a natural person who is a resident of the State of Delaware; or

(f) if not a natural person, an entity which has its principal place of business in the State of Delaware, and otherwise meets the requirements of applicable law,

provided, that if the Institutional Trustee has its principal place of business in the State of Delaware and otherwise meets the requirements of applicable law, then the Institutional Trustee shall also be the Delaware Trustee and Section 3.11 shall have no application.

SECTION 5.3 Institutional Trustee; Eligibility .

(a) There shall at all times be one Trustee that shall act as Institutional Trustee which shall:

(i) not be an Affiliate of the Sponsor; and

(ii) be a corporation organized and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia, or a corporation or Person permitted by the Commission to act as an institutional trustee under the Trust Indenture Act, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least 50 million U.S. dollars ($50,000,000), and subject to supervision or examination by Federal, State, Territorial or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to above, then for the purposes of this Section 5.3(a)(ii), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

(b) If at any time the Institutional Trustee shall cease to be eligible to so act under Section 5.3(a), the Institutional Trustee shall immediately resign in the manner and with the effect set forth in Section 5.6(c).

(c) If the Institutional Trustee has or shall acquire any “conflicting interest” within the meaning of § 310(b) of the Trust Indenture Act, as such act would be applied to institutional trustees in agreements governed by the Trust Indenture Act, the Institutional Trustee and the Holders of the Common Securities (as if such Holders were the obligor referred to in § 310(b) of the Trust Indenture Act) shall in all respects comply with the provisions of § 310(b) of the Trust Indenture Act as such act would be applied to institutional trustees in agreements governed by the Trust Indenture Act.

(d) The initial Institutional Trustee shall be as set forth in Section 5.5 hereof.

SECTION 5.4 Qualifications of Administrative Trustees and Delaware Trustee Generally . Each Administrative Trustee and the Delaware Trustee (unless the Institutional Trustee also acts

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as Delaware Trustee) shall be either a natural person who is at least 21 years of age or a legal entity that shall act through one or more Authorized Officers.

SECTION 5.5 Initial Trustees; Additional Powers of Administrative Trustees .

(a) The initial Administrative Trustees shall be:

Robert C. Boada

Michael A. Henry

George T. Tabata

The initial Delaware Trustee shall be:

BNY Mellon Trust of Delaware

The initial Institutional Trustee shall be:

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

(b) Except as expressly set forth in this Declaration of Trust and except if a meeting of the Administrative Trustees is called with respect to any matter over which the Administrative Trustees have power to act, any power of the Administrative Trustees may be exercised by, or with the consent of, any one such Administrative Trustee.

(c) Except as otherwise required by the Statutory Trust Act or applicable law, any Administrative Trustee is authorized to execute on behalf of the Trust any documents which the Administrative Trustees have the power and authority to cause the Trust to execute pursuant to Section 3.6, provided, that the registration statement referred to in Section 3.6, including any amendments thereto, shall be signed by all of the Administrative Trustees.

(d) An Administrative Trustee may, by power of attorney consistent with applicable law, delegate to any other natural person over the age of 21 his or her power for the purposes of signing any documents which the Administrative Trustees have power and authority to cause the Trust to execute pursuant to Section 3.6.

SECTION 5.6 Appointment, Removal and Resignation of Trustees .

(a) Subject to Section 5.6(b), Trustees may be appointed or removed without cause at any time:

(i) until the issuance of any Securities, by written instrument executed by the Sponsor; and

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(ii) in the case of the Administrative Trustees, after the issuance of any Securities, by vote of the Holders of a Majority in liquidation amount of the Common Securities voting as a class at a meeting of the Holders of the Common Securities;

(iii) in the case of the Institutional Trustee and the Delaware Trustee, unless the Institutional Trustee is actively enforcing its rights as a holder of the Series _ Preference Shares while Trust Preference Securities are outstanding, by a vote of the Holders of a Majority in liquidation amount of the Common Securities voting as a class at a meeting of the Holders of the Common Securities; and

(iv) in the case of the Institutional Trustee and the Delaware Trustee, if the Institutional Trustee is actively enforcing its rights as a holder of the Series _ Preference Shares while Trust Preference Securities are outstanding, by a vote of the Holders of a Majority in liquidation amount of the Trust Preference Securities voting as a class at a meeting of the Holders of the Trust Preference Securities.

(b) (i) The Trustee that acts as Institutional Trustee shall not be removed in accordance with Section 5.6(a) until a successor Trustee possessing the qualifications to act as Institutional Trustee under Section 5.3 (a “ Successor Institutional Trustee ”) has been appointed and has accepted such appointment by written instrument executed by such Successor Institutional Trustee and delivered to the Administrative Trustees and the Sponsor; and

(ii) the Trustee that acts as Delaware Trustee shall not be removed in accordance with Section 5.6(a) until a successor Trustee possessing the qualifications to act as Delaware Trustee under Sections 5.2 and 5.4 (a “ Successor Delaware Trustee ”) has been appointed and has accepted such appointment by written instrument executed by such Successor Delaware Trustee and delivered to the Administrative Trustees and the Sponsor.

(c) A Trustee appointed to office shall hold office until his successor shall have been appointed or until his death, removal or resignation. Any Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing signed by the Trustee and delivered to the Sponsor and the Trust, which resignation shall take effect upon such delivery or upon such later date as is specified therein; provided, however, that:

(i) No such resignation of the Trustee that acts as the Institutional Trustee shall be effective:

(A) until a Successor Institutional Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Institutional Trustee and delivered to the Trust, the Sponsor and the resigning Institutional Trustee; or

(B) until the assets of the Trust have been completely liquidated and the proceeds thereof distributed to the Holders of the Securities; and

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(v) no such resignation of the Trustee that acts as the Delaware Trustee shall be effective until a Successor Delaware Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Delaware Trustee and delivered to the Trust, the Sponsor and the resigning Delaware Trustee.

(g) The Holders of the Common Securities shall use their best efforts to promptly appoint a Successor Delaware Trustee or Successor Institutional Trustee as the case may be if the Institutional Trustee or the Delaware Trustee delivers an instrument of resignation in accordance with this Section 5.6.

(h) If no Successor Institutional Trustee or Successor Delaware Trustee shall have been appointed and accepted appointment as provided in this Section 5.6 within 60 days after delivery to the Sponsor and the Trust of an instrument of resignation, the resigning Institutional Trustee or Delaware Trustee, as applicable, may petition at the expense of the Sponsor any court of competent jurisdiction for appointment of a Successor Institutional Trustee or Successor Delaware Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper and prescribe, appoint a Successor Institutional Trustee or Successor Delaware Trustee, as the case may be.

(i) No Institutional Trustee or Delaware Trustee shall be liable for the acts or omissions to act of any Successor Institutional Trustee or Successor Delaware Trustee, as the case may be.

SECTION 1. Vacancies Among Trustees . If a Trustee ceases to hold office for any reason and the number of Trustees is not reduced pursuant to Section 5.1, or if the number of Trustees is increased pursuant to Section 5.1, a vacancy shall occur. A resolution certifying the existence of such vacancy by the Administrative Trustees or, if there are more than two, a majority of the Administrative Trustees shall be conclusive evidence of the existence of such vacancy. The vacancy shall be filled with a Trustee appointed in accordance with Section 5.6.

SECTION 2. Effect of Vacancies . The death, resignation, retirement, removal, bankruptcy, dissolution, liquidation, incompetence or incapacity to perform the duties of a Trustee shall not operate to dissolve, terminate or annul the Trust. Whenever a vacancy in the number of Administrative Trustees shall occur, until such vacancy is filled by the appointment of an Administrative Trustee in accordance with Section 5.6, the Administrative Trustees in office, regardless of their number, shall have all the powers granted to the Administrative Trustees and shall discharge all the duties imposed upon the Administrative Trustees by this Declaration of Trust.

SECTION 3. Meetings . If there is more than one Administrative Trustee, meetings of the Administrative Trustees shall be held from time to time upon the call of any Administrative Trustee. Regular meetings of the Administrative Trustees may be held at a time and place fixed by resolution of the Administrative Trustees. Notice of any in-person meetings of the Administrative Trustees shall be hand delivered or otherwise delivered in writing (including by facsimile, with a hard copy by overnight courier) not less than 48 hours before such meeting. Notice of any telephonic meetings of the Administrative Trustees or any committee thereof shall be hand delivered or otherwise delivered in writing (including by facsimile, with a hard copy by overnight courier) not less than 24 hours before a meeting. Notices shall contain a brief statement of the time, place and anticipated purposes of the meeting. The presence (whether in person or by telephone) of an Administrative Trustee at a meeting shall constitute a waiver of notice of such meeting except where an Administrative Trustee attends a meeting for the express purpose of objecting to the transaction of any activity on the ground that the meeting has not been lawfully called or convened. Unless provided otherwise in this Declaration of Trust, any action of the Administrative Trustees may be taken at a meeting by vote of a majority of the Administrative Trustees present (whether in person or by telephone) and eligible to vote with respect to such matter, provided that a Quorum is

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present, or without a meeting by the unanimous written consent of the Administrative Trustees. In the event there is only one Administrative Trustee, any and all action of such Administrative Trustee shall be evidenced by a written consent of such Administrative Trustee, which may be provided via electronic transmission.

SECTION 5.10 Delegation of Power .

(a) Any Administrative Trustee may, by power of attorney consistent with applicable law, delegate to any other natural person over the age of 21 his or her power for the purpose of executing any documents contemplated in Section 3.6, including any registration statement or amendment thereto filed with the Commission, or making any other governmental filing.

(b) The Administrative Trustees shall have power to delegate from time to time to such of their number or to officers of the Trust the doing of such things and the execution of such instruments either in the name of the Trust or the names of the Administrative Trustees or otherwise as the Administrative Trustees may deem expedient, to the extent such delegation is not prohibited by applicable law or contrary to the provisions of the Trust, as set forth herein.

SECTION 5.11 Merger, Conversion, Consolidation or Succession to Business . Any entity into which the Institutional Trustee or the Delaware Trustee, as the case may be, may be merged or converted or with which either may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Institutional Trustee or the Delaware Trustee, as the case may be, shall be a party, or any entity succeeding to all or substantially all the corporate trust business of the Institutional Trustee or the Delaware Trustee, as the case may be, shall be the successor of the Institutional Trustee or the Delaware Trustee, as the case may be, hereunder, provided such entity shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto, except as may be required by law.

ARTICLE VI

DISTRIBUTIONS

SECTION 6.1 Distributions . Holders shall receive Distributions (as defined herein) in accordance with the applicable terms of the relevant Holder's Securities. Distributions shall be made on the Trust Preference Securities and the Common Securities in accordance with the preferences set forth in their respective terms. If and to the extent that the Series _ Preference Share Issuer declares and pays dividends on the Series _ Preference Shares held by the

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Institutional Trustee for the benefit of the Holders and whenever the Institutional Trustee shall receive any cash upon redemption or liquidation of any Series _ Preference Shares (the amount of any such payment being a “ Payment Amount ”), the Institutional Trustee shall and is directed to make a distribution (a “ Distribution ”) of the Payment Amount to Holders pursuant to the terms of the Securities. In case the Series _ Preference Share Issuer, the Institutional Trustee or the Trust shall be required by law to and shall withhold from any cash dividend or other cash distribution in respect of the Series _ Preference Shares otherwise distributable hereunder to a Holder of Securities on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of the Securities of such Holder subject to such withholding shall be reduced accordingly. The Trust, however, shall distribute or make available for distribution, as the case may be, only such amount as can be distributed without attributing to any Holder a fraction of one cent. Fractions of cents will be rounded to the nearest cent on a Holder-by-Holder basis, with one-half cent or greater being rounded upward.

ARTICLE VII

ISSUANCE OF SECURITIES

SECTION 7.1 General Provisions Regarding Securities .

(a) The Administrative Trustees shall on behalf of the Trust issue one class of cumulative Trust Preference Securities representing undivided beneficial interests in the assets of the Trust having such terms as are set forth in Annex I (the “ Trust Preference Securities ”) and one class of common securities representing undivided beneficial interests in the assets of the Trust having such terms as are set forth in Annex I (the “ Common Securities ”). The Trust shall issue no securities or other interests in the assets of the Trust other than the Trust Preference Securities and the Common Securities.

(b) The Certificates shall be signed on behalf of the Trust by an Administrative Trustee. Such signature shall be the manual or facsimile signature of any present or any future Administrative Trustee. In case any Administrative Trustee of the Trust who shall have signed any of the Securities shall cease to be such Administrative Trustee before the Certificates so signed shall be delivered by the Trust, such Certificates nevertheless may be delivered as though the person who signed such Certificates had not ceased to be such Administrative Trustee; and any Certificate may be signed on behalf of the Trust by such persons who, at the actual date of execution of such Security, shall be the Administrative Trustees of the Trust, although at the date of the execution and delivery of the Declaration of Trust any such person was not such an Administrative Trustee. Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by their execution thereof, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements as the Administrative Trustees may deem appropriate, or as may be required to comply with any law or with any rule or regulation of any stock exchange on which Securities may be listed, or to conform to usage. The Securities shall not be valid until authenticated by the manual signature of an authorized

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signatory of the Institutional Trustee. Such signature shall be conclusive evidence that the Security has been authenticated under this Declaration of Trust. Upon a written order of the Trust signed by an Administrative Trustee, the Institutional Trustee shall authenticate the Securities for original issue. The aggregate number of Securities outstanding at any time shall not exceed the number set forth in Section 7.2.

(c) The consideration received by the Trust for the issuance of the Securities shall constitute a contribution to the capital of the Trust and shall not constitute a loan to the Trust.

(d) Upon issuance of the Securities as provided in this Declaration of Trust, the Securities so issued shall be deemed to be validly issued, fully paid and non-assessable, and each Holder thereof shall be entitled to the benefits provided by this Declaration of Trust.

(e) Every Person, by virtue of having become a Holder or a Trust Preference Security Beneficial Owner in accordance with the terms of this Declaration of Trust, shall be deemed to have expressly assented and agreed to the terms of, and shall be bound by, this Declaration of Trust.

SECTION 7.2 Issuance of Securities; Purchase of Series _ Preference Shares .

(a) The Trust shall be authorized to issue the Trust Preference Securities and the Common Securities set forth in Section 1 of Annex I hereto.

(b) Contemporaneously with the execution and delivery of this Declaration of Trust, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 7.1(b) and the Institutional Trustee shall, upon written order of the Trust and pursuant to Section 7.1(b), authenticate and deliver to the underwriters named in the Underwriting Agreement Trust Preference Security Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of _________ Trust Preference Securities having an aggregate liquidation amount of $_________, against receipt of an aggregate purchase price of such Trust Preference Securities of $_________, by the Trust.

(c) Contemporaneously with the execution and delivery of this Declaration of Trust and the Subscription Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 7.1(b) and the Institutional Trustee shall, upon written order of the Trust and pursuant to Section 7.1(b), authenticate and deliver to the Sponsor, in its capacity as the Holder of the Common Securities, Common Security Certificates registered in the name of such Holder, evidencing 400 Common Securities having an aggregate liquidation amount of $10,000, against receipt of the aggregate purchase price of such Common Securities of $10,000 by the Institutional Trustee. Contemporaneously therewith and with the issuance of Trust Preference Securities as set forth in Section 7.2(b), an Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase from the Series _ Preference Share Issuer Series _ Preference Shares, registered in the name of the Institutional Trustee and having an aggregate liquidation preference equal to $_________, and, in satisfaction of the purchase price for such Series _ Preference Shares, the Trust shall deliver to the Series _ Preference Share Issuer the sum of $_________ (being the sum of the amounts delivered to the Trust pursuant to the first sentence of Section 7.2(b) above and the first sentence of this Section 7.2(c)). Such Series _

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Preference Shares shall be held in book-entry form in an account at Wells Fargo Bank in the name of the Institutional Trustee for the benefit of the Trust.

(d) In the event of any exercise, in whole or in part, of that certain over-allotment option further described in the Underwriting Agreement (the “ Over-Allotment Option ”) on the single closing date of such exercise (the “ Over-Allotment Closing Date ”), an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 7.1(b) and the Institutional Trustee shall, pursuant to Section 7.1(b), authenticate and deliver to the underwriters named in the Underwriting Agreement Trust Preference Security Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount equal to the number of Trust Preference Securities purchased pursuant to such exercise (the “ Over-Allotment Exercise Amount ”), which in no case shall exceed ________ Trust Preference Securities, against receipt by the Trust of an aggregate purchase price of $25.00 times the number of Trust Preference Securities exercised (less the commissions paid to the underwriters in connection with the Over-Allotment Option in accordance with the Underwriting Agreement). Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase from the Series _ Preference Share Issuer Series _ Preference Shares, registered in the name of the Institutional Trustee and having an aggregate liquidation preference equal to the liquidation preference of the Trust Preference Securities issued pursuant to the first sentence of this Section 7(d), and, in satisfaction of the purchase price for such Series _ Preference Shares, the Trust shall deliver to the Series _ Preference Share Issuer the sum of the amounts delivered to the Trust pursuant to the first sentence of this Section 7.2(d) above.

ARTICLE VIII

TERMINATION OF TRUST

SECTION 8.1 Termination of Trust .

(a) The Trust shall dissolve:

(i) upon the bankruptcy of any Holder of the Common Securities or the Sponsor;

(ii) upon the filing of a certificate of dissolution or its equivalent with respect to any Holder of the Common Securities or the Sponsor; or the revocation of the charter of the Holder of the Common Securities or the Sponsor and the expiration of 90 days after the date of revocation without a reinstatement thereof;

(iii) upon the entry of a decree of a judicial dissolution of any Holder of the Common Securities, the Sponsor or the Trust;

(iv) when all of the Securities have been called for redemption;

(v) upon election by the Sponsor to dissolve the Trust; or

(vi) before the issuance of any Securities, with the consent of the Sponsor

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(b) As soon as is practicable after the occurrence of one of the events described in Section 8.1(a), the Administrative Trustees shall wind-up the Trust's affairs pursuant to Section 3808 of the Statutory Trust Act. Upon completion of the winding up of the Trust, an Administrative Trustee shall file a certificate of cancellation with the Secretary of State of the State of Delaware and provide notice thereof to the Institutional Trustee and the Delaware Trustee.

ARTICLE IX

TRANSFER OF INTERESTS

SECTION 9.1 Transfer of Securities .

(a) Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Declaration of Trust and in the terms of the Securities. Any transfer or purported transfer of any Security not made in accordance with this Declaration of Trust shall, to the fullest extent permitted by law, be null and void.

(b) Subject to this Article IX, Trust Preference Securities shall be freely transferable.

(c) Subject to this Article IX, the Sponsor and any Related Party may transfer Common Securities only to the Sponsor or a Related Party of the Sponsor; provided, that any such transfer is subject to the condition precedent that the transferor obtain the written opinion of nationally recognized independent counsel experienced in such matters that such transfer would not cause more than an insubstantial risk that:

(i) the Trust would not be classified for United States federal income tax purposes as a domestic grantor trust; and

(ii) the Trust would be an Investment Company or the transferee would become an Investment Company.

SECTION 9.2 Transfer of Certificates . The Administrative Trustees shall keep or cause to be kept a register for registering the Certificates and transfers and exchanges of the Certificates, in which the Administrative Trustees or the transfer agent and registrar designated by the Administrative Trustees (the “ Registrar ”) shall provide for the registration of Certificates and of transfers of Certificates, which will be effected without charge but only upon payment in respect of any tax or other government charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Certificate, the Registrar shall cause one or more new Certificates to be issued in the name of the designated transferee or transferees. Every Certificate surrendered for registration of transfer shall be accompanied by a written instrument of transfer in form satisfactory to the Registrar duly executed by the Holder or such Holder's attorney duly authorized in writing. Each Certificate surrendered for registration of transfer shall be canceled by the Registrar. A transferee of a Certificate shall be entitled to the rights and subject to the obligations of a Holder hereunder upon the receipt by such transferee of a Certificate. By

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acceptance of a Certificate, each transferee shall be deemed to have agreed to be bound by this Declaration of Trust. The Institutional Trustee shall be the initial Registrar.

SECTION 9.3 Deemed Security Holders . The Trustees may treat the Person in whose name any Certificate shall be registered on the books and records of the Trust as the sole holder of such Certificate and of the Securities represented by such Certificate for purposes of receiving Distributions and for all other purposes whatsoever and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Certificate or in the Securities represented by such Certificate on the part of any Person, whether or not the Trust shall have actual or other notice thereof.

SECTION 9.4 Book-Entry Interests . Unless otherwise specified in the terms of the Trust Preference Securities, the Trust Preference Securities Certificates, on original issuance, will be issued in the form of one or more, fully registered, global Trust Preference Security Certificates (each a “ Global Certificate ”), to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Trust. Such Global Certificates shall initially be registered on the books and records of the Trust in the name of Cede & Co., the nominee of DTC, and no Trust Preference Security Beneficial Owner will receive a Definitive Trust Preference Security Certificate representing such Trust Preference Security Beneficial Owner's interests in such Global Certificates, except as provided in Section 9.7. Unless and until definitive, fully registered Trust Preference Security Certificates (the “ Definitive Trust Preference Security Certificates ”) have been issued to the Trust Preference Security Beneficial Owners pursuant to Section 9.7:

(a) the provisions of this Section 9.4 shall be in full force and effect;

(b) the Trust and the Trustees shall be entitled to deal with the Clearing Agency for all purposes of this Declaration of Trust (including the payment of Distributions on the Global Certificates and receiving approvals, votes or consents hereunder) as the Holder of the Trust Preference Securities and the sole holder of the Global Certificates and shall have no obligation to the Trust Preference Security Beneficial Owners;

(c) to the extent that the provisions of this Section 9.4 conflict with any other provisions of this Declaration of Trust, the provisions of this Section 9.4 shall control; and

(d) the rights of the Trust Preference Security Beneficial Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Trust Preference Security Beneficial Owners and the Clearing Agency and/or the Clearing Agency Participants and receive and transmit payments of Distributions on the Global Certificates to such Clearing Agency Participants. DTC will make book entry transfers among the Clearing Agency Participants.

SECTION 9.5 Notices to Clearing Agency . Whenever a notice or other communication to the Trust Preference Security Holders is required under this Declaration of Trust, unless and until Definitive Trust Preference Security Certificates shall have been issued to the Trust Preference Security Beneficial Owners pursuant to Section 9.7, the Administrative Trustees shall give all such notices and communications specified herein to be given to the Trust Preference Security

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Holders to the Clearing Agency, and shall have no notice obligations to the Trust Preference Security Beneficial Owners.

SECTION 9.6 Appointment of Successor Clearing Agency . If any Clearing Agency elects to discontinue its services as a securities depositary with respect to the Trust Preference Securities, the Administrative Trustees may, in their sole discretion, appoint a successor Clearing Agency with respect to such Trust Preference Securities.

SECTION 9.7 Definitive Trust Preference Security Certificates . If:

(a) a Clearing Agency elects to discontinue its services as a securities depositary with respect to the Trust Preference Securities and a successor Clearing Agency is not appointed within 90 days after such discontinuance pursuant to Section 9.6; or

(b) the Administrative Trustees elect after consultation with the Sponsor to terminate the book entry system through the Clearing Agency with respect to the Trust Preference Securities, then:

(i) Definitive Trust Preference Security Certificates shall be prepared by the Administrative Trustees on behalf of the Trust with respect to such Trust Preference Securities; and

(ii) upon surrender of the Global Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees shall cause Definitive Certificates to be delivered to Trust Preference Security Beneficial Owners in accordance with the instructions of the Clearing Agency. Neither the Trustees nor the Trust shall be liable for any delay in delivery of such instructions and each of them may conclusively rely on and shall be protected in relying on, said instructions of the Clearing Agency. The Definitive Trust Preference Security Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by their execution thereof, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements as the Administrative Trustees may deem appropriate, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which Trust Preference Securities may be listed, or to conform to usage.

SECTION 9.8 Mutilated, Destroyed, Lost or Stolen Certificates . If:

(a) any mutilated Certificates should be surrendered to the Administrative Trustees, or if the Administrative Trustees shall receive evidence to their satisfaction of the destruction, loss or theft of any Certificate; and

(b) there shall be delivered to the Administrative Trustees such security or indemnity as may be required by them to keep each of them harmless,

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then, in the absence of notice that such Certificate shall have been acquired by a bona fide or protected purchaser, any Administrative Trustee on behalf of the Trust shall execute and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like denomination. In connection with the issuance of any new Certificate under this Section 9.8, the Administrative Trustees may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of an ownership interest in the relevant Securities, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

ARTICLE X

LIMITATION OF LIABILITY OF HOLDERS

OF SECURITIES, TRUSTEES OR OTHERS

SECTION 10.1 Liability .

(a) Except as expressly set forth in this Declaration of Trust, the Trust Preference Securities Guarantee and the terms of the Securities, the Sponsor shall not be:

(i) personally liable for the return of any portion of the capital contributions (or any return thereon) of the Holders of the Securities which shall be made solely from assets of the Trust; and

(ii) required to pay to the Trust or to any Holder of Securities any deficit upon dissolution of the Trust or otherwise.

(b) The Holder of the Common Securities shall be liable for all of the debts and obligations of the Trust (other than with respect to the Securities) to the extent not satisfied out of the Trust's assets.

(c) Pursuant to § 3803(a) of the Statutory Trust Act, the Holders of the Trust Preference Securities shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.

SECTION 10.2 Exculpation .

(a) No Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Trust or any Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Trust and in a manner such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Declaration of Trust or by law, except that an Indemnified Person shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Person's gross negligence (or its own negligence in the case of the Institutional Trustee) or willful misconduct with respect to such acts or omissions.

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(b) An Indemnified Person shall be fully protected in relying in good faith upon the records of the Trust and upon such information, opinions, reports or statements presented to the Trust by any Person as to matters the Indemnified Person reasonably believes are within such other Person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Trust, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which Distributions to Holders of Securities might properly be paid.

SECTION 10.3 Fiduciary Duty .

(a) To the extent that, at law or in equity, an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to any other Covered Person, an Indemnified Person acting under this Declaration of Trust shall not be liable to the Trust or to any other Covered Person for its good faith reliance on the provisions of this Declaration of Trust. The provisions of this Declaration of Trust, to the extent that they restrict or eliminate the duties and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person.

(b) Unless otherwise expressly provided herein:

(i) whenever a conflict of interest exists or arises between any Covered Persons; or

(ii) whenever this Declaration of Trust or any other agreement contemplated herein or therein provides that an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust or any Holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles In the absence of bad faith by the Indemnified Person, the resolution, action or term so made, taken or provided by the Indemnified Person shall not constitute a breach of this Declaration of Trust or any other agreement contemplated herein or of any duty or obligation of the Indemnified Person at law or in equity or otherwise.

(i) in its “discretion” or under a grant of similar authority, the Indemnified Person shall be entitled to consider such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust or any other Person; or

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(ii) in its “good faith” or under another express standard, the Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Declaration of Trust or by applicable law.

SECTION 10.4 Indemnification .

(a)

(i) The Sponsor shall indemnify, to the full extent permitted by law, any Company Indemnified Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Trust) by reason of the fact that he is or was a Company Indemnified Person against expenses (including attorneys' fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Company Indemnified Person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(ii) The Sponsor shall indemnify, to the full extent permitted by law, any Company Indemnified Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Trust to procure a judgment in its favor by reason of the fact that he is or was a Company Indemnified Person against expenses (including attorneys' fees and expenses) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Trust and except that no such indemnification shall be made in respect of any claim, issue or matter as to which such Company Indemnified Person shall have been adjudged to be liable to the Trust unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such Court of Chancery or such other court shall deem proper.

(iii) To the extent that a Company Indemnified Person shall be successful on the merits or otherwise (including dismissal of an action without prejudice or the settlement of an action without admission of liability) in defense of any action, suit or proceeding referred to in paragraphs (i) and (ii) of this Section 10.4(a), or in defense of any claim, issue or matter therein, he shall be indemnified, to the full

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extent permitted by law, against expenses (including attorneys' fees and expenses) actually and reasonably incurred by him in connection therewith.

(iv) Any indemnification under paragraphs (i) and (ii) of this Section 10.4(a) (unless ordered by a court) shall be made by the Sponsor only as authorized in the specific case upon a determination that indemnification of the Company Indemnified Person is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraphs (i) and (ii). Such determination shall be made (1) by the Administrative Trustees by a majority vote of a quorum consisting of such Administrative Trustees who were not parties to such action, suit or proceeding, (2) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested Administrative Trustees so directs, by independent legal counsel in a written opinion, or (3) by the Common Security Holder of the Trust.

(v) Expenses (including attorneys' fees) incurred by a Company Indemnified Person in defending a civil, criminal, administrative or investigative action, suit or proceeding referred to in paragraphs (i) and (ii) of this Section 10.4(a) shall be paid by the Sponsor in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Company Indemnified Person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Sponsor as authorized in this Section 10.4(a). Notwithstanding the foregoing, no advance shall be made by the Sponsor if a determination is reasonably and promptly made (i) by the Administrative Trustees by a majority vote of a quorum of disinterested Administrative Trustees, (ii) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested Administrative Trustees so directs, by independent legal counsel in a written opinion or (iii) the Common Security Holder of the Trust, that, based upon the facts known to the Administrative Trustees, counsel or the Common Security Holder at the time such determination is made, such Company Indemnified Person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Trust, or, with respect to any criminal proceeding, that such Company Indemnified Person believed or had reasonable cause to believe his conduct was unlawful. In no event shall any advance be made in instances where the Administrative Trustees, independent legal counsel or Common Security Holder reasonably determine that such person deliberately breached his duty to the Trust or its Common or Trust Preference Security Holders.

(vi) The indemnification and advancement of expenses provided by, or granted pursuant to, the other paragraphs of this Section 10.4(a) shall not be deemed exclusive of any other rights to which those seeking indemnification and advancement of expenses may be entitled under any agreement, vote of stockholders or disinterested directors of the Sponsor or Trust Preference Security Holders of the Trust or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. All rights to indemnification under this Section 10.4(a) shall be deemed to be provided by a

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contract between the Sponsor and each Company Indemnified Person who serves in such capacity at any time while this Section 10.4(a) is in effect. Any repeal or modification of this Section 10.4(a) shall not affect any rights or obligations then existing.

(vii) The Sponsor may purchase and maintain insurance on behalf of any person who is or was a Company Indemnified Person against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Sponsor would have the power to indemnify him against such liability under the provisions of this Section 10.4(a).

(viii) For purposes of this Section 10.4(a), references to “the Trust” shall include, in addition to the resulting or surviving entity, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger, so that any person who is or was a director, trustee, officer or employee of such constituent entity, or is or was serving at the request of such constituent entity as a director, trustee, officer, employee or agent of another entity, shall stand in the same position under the provisions of this Section 10.4(a) with respect to the resulting or surviving entity as he would have with respect to such constituent entity if its separate existence had continued.

(ix) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 10.4(a) shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Company Indemnified Person and shall inure to the benefit of the heirs, executors and administrators of such a person.

(b) The Sponsor agrees to indemnify the (i) Institutional Trustee, (ii) the Delaware Trustee, (iii) any Affiliate of the Institutional Trustee and the Delaware Trustee, and (iv) any officers, directors, shareholders, members, partners, employees, representatives, custodians, nominees or agents of the Institutional Trustee and the Delaware Trustee (each of the Persons in (i) through (iv) being referred to as a “ Fiduciary Indemnified Person ”) for, and to hold each Fiduciary Indemnified Person harmless against, any loss, liability, claim, damage or expense incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against or investigating any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligation to indemnify as set forth in this Section 10.4(b) shall survive the resignation or removal of the Institutional Trustee or the Delaware Trustee, as the case may be, and the satisfaction and discharge of this Declaration of Trust.

SECTION 10.5 Outside Businesses . Any Covered Person, the Sponsor, the Delaware Trustee and the Institutional Trustee (subject to Section 5.3(c)) may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Trust, and the Trust and the Holders of Securities shall have no rights by virtue of this Declaration of Trust in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the

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business of the Trust, shall not be deemed wrongful or improper or the breach of any duty at law, in equity or otherwise. No Covered Person, the Sponsor, the Delaware Trustee, or the Institutional Trustee shall be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee and the Institutional Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Any Covered Person, the Delaware Trustee and the Institutional Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates.

SECTION 4. Payment of Expenses . The Holder of the Common Securities shall:

(i) pay all costs and expenses relating to the offering, sale and issuance of the Series _ Preference Shares and Securities; and

(ii) pay all costs, expenses and liabilities of the Trust (including, but not limited to, costs and expenses relating to the organization of the Trust, the fees and expenses of the Institutional Trustee, the Administrative Trustees and the Delaware Trustee, costs and expenses relating to the operation, maintenance and dissolution of the Trust and the enforcement by the Institutional Trustee of its rights as a holder of Series _ Preference Shares and costs and expenses of accountants, attorneys, statistical or bookkeeping services, paying agent(s), registrar(s) and transfer agent(s)) other than, for the avoidance of doubt, any United States withholding taxes or in respect of Distributions and other obligations to Holders of the Securities under such Securities.

ARTICLE XI

ACCOUNTING

SECTION 11.1 Fiscal Year . The fiscal year (“ Fiscal Year ”) of the Trust shall be the calendar year, or such other year as is required by the Code.

SECTION 11.2 Certain Accounting Matters .

(a) At all times during the existence of the Trust, the Administrative Trustees shall keep, or cause to be kept, full books of account, records and supporting documents, which shall reflect in reasonable detail, each transaction of the Trust. The books of account shall be maintained on the accrual method of accounting, in accordance with generally accepted accounting principles, consistently applied. The Trust shall use the accrual method of accounting for United States federal income tax purposes.

(b) The Administrative Trustees shall cause to be duly prepared and delivered to each of the Holders of Securities, any annual United States federal income tax information statement required by the Code, containing such information with regard to the Securities held by each Holder as is required by the Code and the Treasury Regulations. Notwithstanding any right under

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the Code to deliver any such statement at a later date, the Administrative Trustees shall endeavor to deliver all such statements within 30 days after the end of each Fiscal Year of the Trust.

(c) The Administrative Trustees shall cause to be duly prepared and filed with the appropriate taxing authority, an annual United States federal income tax return, on a Form 1041 or such other form required by United States federal income tax law, and any other annual income tax returns required to be filed by the Administrative Trustees on behalf of the Trust with any state or local taxing authority.

SECTION 11.3 Banking . The Trust shall maintain one or more bank accounts in the name and for the sole benefit of the Trust; provided, however, that all payments of funds in respect of the Series _ Preference Shares held by the Institutional Trustee shall be made directly to the Institutional Trustee Account and no other funds of the Trust shall be deposited in the Institutional Trustee Account. The sole signatories for such accounts shall be designated by the Administrative Trustees; provided, however, that the Institutional Trustee shall designate the signatories for the Institutional Trustee Account.

SECTION 11.4 Withholding . The Trust and the Administrative Trustees shall comply with all withholding requirements under United States federal, state and local law. The Trust shall request, and the Holders shall provide to the Trust, such forms or certificates as are necessary to establish an exemption from withholding with respect to each Holder, and any representations and forms as shall reasonably be requested by the Trust to assist it in determining the extent of, and in fulfilling, its withholding obligations. The Administrative Trustees shall file required forms with applicable jurisdictions and, unless an exemption from withholding is properly established by a Holder, shall remit amounts withheld with respect to the Holder to applicable jurisdictions. To the extent that the Trust is required to withhold and pay over any amounts to any authority with respect to distributions or allocations to any Holder, the amount withheld shall be deemed to be a distribution in the amount of the withholding to the Holder. In the event of any claimed overwithholding, Holders shall be limited to an action against the applicable jurisdiction. If the amount required to be withheld was not withheld from actual Distributions made to a specific Holder, the Trust may reduce subsequent Distributions by the amount of such withholding to such Holder.

ARTICLE XII

AMENDMENTS AND MEETINGS

SECTION 12.1 Amendments .

(a) Except as otherwise provided in this Declaration of Trust or by any applicable terms of the Securities, this Declaration of Trust may only be amended by a written instrument approved and executed by:

(i) the Administrative Trustees (or, if there are more than two Administrative Trustees a majority of the Administrative Trustees);

(ii) if the amendment adversely affects the rights, powers, duties, obligations or immunities of the Institutional Trustee, the Institutional Trustee; and

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(iii) if the amendment adversely affects the rights, powers, duties, obligations or immunities of the Delaware Trustee, the Delaware Trustee;

(b) no amendment shall be made, and any such purported amendment shall be void and ineffective:

(i) unless, in the case of any proposed amendment, the Institutional Trustee (and the Delaware Trustee to the extent it is required to execute or consent to any such amendment) shall have first received an Officers' Certificate from each of the Trust and the Sponsor that such amendment is not prohibited by, and does not conflict with, the terms of this Declaration of Trust (including the terms of the Securities);

(ii) unless, in the case of any proposed amendment which adversely affects the rights, powers, duties, obligations or immunities of the Institutional Trustee, the Institutional Trustee shall have first received:

(A) an Officers' Certificate from each of the Trust and the Sponsor that such amendment is not prohibited by, and does not conflict with, the terms of this Declaration of Trust (including the terms of the Securities); and

(B) an opinion of counsel (who may be counsel to the Sponsor or the Trust) that such amendment is not prohibited by the terms of this Declaration of Trust (including the terms of the Securities); and

(iii) to the extent the result of such amendment would be to:

(C) cause the Trust to fail to continue to be classified for purposes of United States federal income taxation as a domestic grantor trust;

(D) cause the Trust to be deemed to be an Investment Company required to be registered under the Investment Company Act;

(c) at such time after the Trust has issued any Securities that remain outstanding, any amendment that would adversely affect the powers, preferences or special rights of the Securities in any material respect or cause the dissolution, winding-up or termination of the Trust other than as described in Section 8.1 may be effected only if the Institutional Trustee shall request the written direction of the Holders of the Securities with respect to such amendment or modification and such Holders shall vote with respect to such amendment or modification as directed by a Majority in liquidation amount of the Securities voting together as a single class; provided, however , that the Institutional Trustee shall not take any action in accordance with the directions of the Holders of the Securities under this Section 12.1(c) unless the Institutional Trustee has obtained an opinion of nationally recognized independent tax counsel to the effect that for the purposes of United States federal income tax the Trust will not be classified as other than a domestic grantor trust on account of such action; provided further if any amendment or proposal referred to in this Section 12.1(c) would adversely affect in a material respect the powers, preferences or special rights of only the Trust Preference Securities or of only the Common Securities, then only the Holders of the affected class will be entitled to vote on such amendment

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or proposal and such amendment or proposal shall not be effective except with the approval of Holders of a Majority in liquidation amount of such class of Securities;

(d) Section 9.1(c) and this Section 12.1 shall not be amended without the consent of all of the Holders of the Securities;

(e) Article IV shall not be amended without the consent of the Holders of a Majority in liquidation amount of the Common Securities;

(f) the rights of the Holders of the Common Securities under Article V to increase or decrease the number of, and appoint and remove Trustees shall not be amended without the consent of the Holders of a Majority in liquidation amount of the Common Securities; and

(g) subject to Section 12.1(c), this Declaration of Trust may be amended without the consent of the Holders of the Securities to:

(i) cure any ambiguity, correct or supplement any provisions in this Declaration of Trust that may be defective or inconsistent with any other provision, or to make any other provisions with respect to matters or questions arising under this Declaration of Trust, which may not be inconsistent with the other provisions of this Declaration of Trust;

(ii) modify, eliminate or add to any provisions of this Declaration of Trust to such extent as shall be necessary to ensure that the Trust will be classified for United States federal income tax purposes as a domestic grantor trust at all times that any Securities are outstanding or to ensure that the Trust will not be required to register as an Investment Company;

(iii) add to the covenants, restrictions or obligations of the Sponsor; and

(iv) to modify, eliminate and add to any provision of the Declaration of Trust to such extent as may be reasonably necessary to effectuate any of the foregoing or to otherwise comply with applicable law.

SECTION 12.2 Meetings of the Holders of Securities; Action by Written Consent .

(a) Meetings of the Holders of any class of Securities may be called at any time by the Administrative Trustees (or as provided in the terms of the Securities) to consider and act on any matter on which Holders of such class of Securities are entitled to act under the terms of this Declaration of Trust, the terms of the Securities or, if applicable, the rules of any stock exchange on which the Trust Preference Securities are listed or admitted for trading. The Administrative Trustees shall call a meeting of the Holders of such class if directed to do so by the Holders of Securities representing at least 10% in liquidation amount of such class of Securities. Such direction shall be given by delivering to the Administrative Trustees one or more consents in a writing stating that the signing Holders of Securities wish to call a meeting and indicating the general or specific purpose for which the meeting is to be called. Any Holders of Securities calling a meeting shall specify in writing the Security Certificates held by the Holders of Securities exercising the right to call a meeting and only those Securities specified shall be

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counted for purposes of determining whether the required percentage set forth in the second sentence of this paragraph has been met.

(b) Except to the extent otherwise provided in the terms of the Securities, the following provisions shall apply to meetings of Holders of Securities:

(i) notice of any such meeting shall be given to all the Holders of Securities having a right to vote thereat at least 7 days and not more than 60 days before the date of such meeting. Whenever a vote, consent or approval of the Holders of Securities is permitted or required under this Declaration of Trust or the rules of any stock exchange on which the Trust Preference Securities are listed or admitted for trading, if any, such vote, consent or approval may be given at a meeting of the Holders of Securities. Any action that may be taken at a meeting of the Holders of Securities may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the Holders of Securities owning not less than the minimum amount of Securities in liquidation amount that would be necessary to authorize or take such action at a meeting at which all Holders of Securities having a right to vote thereon were present and voting. Prompt notice of the taking of action without a meeting shall be given to the Holders of Securities entitled to vote who have not consented in writing. The Administrative Trustees may specify that any written ballot submitted to the Security Holder for the purpose of taking any action without a meeting shall be returned to the Trust within the time specified by the Administrative Trustees;

(ii) each Holder of a Security may authorize any Person to act for it by proxy on all matters in which a Holder of Securities is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Holder of Securities executing it. Except as otherwise provided herein, all matters relating to the giving, voting or validity of proxies shall be governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Trust were a Delaware corporation and the Holders of the Securities were stockholders of a Delaware corporation;

(iii) each meeting of the Holders of the Securities shall be conducted by the Administrative Trustees or by such other Person that the Administrative Trustees may designate; and

(iv) unless the Statutory Trust Act, this Declaration of Trust, the terms of the Securities or the listing rules of any stock exchange on which the Trust Preference Securities are then listed or trading, if any, otherwise provides, the Administrative Trustees, in their sole discretion, shall establish all other provisions relating to meetings of Holders of Securities, including notice of the time, place or purpose of any meeting at which any matter is to be voted on by any Holders of Securities, waiver of any such notice, action by consent without a meeting, the establishment

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of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote.

(h) To the fullest extent permitted by the Statutory Trust Act, voting and consensual rights with respect to the Trust available to or in favor of holders or owners of Trust Preference Securities and Common Securities may be exercised only by a United States Person that is a beneficial owner of a Trust Preference Security or a Common Security or by a United States Person acting as irrevocable agent with discretionary powers for the beneficial owner of such security that is not a United States Person. To the fullest extent permitted by the Statutory Trust Act, Holders of Trust Preference Securities and Common Securities that are not United States Persons must irrevocably appoint a United States Person with discretionary powers to act as their agent with respect to such voting and consensual rights. For this purpose, a United States Person is any person treated as a United States person as defined in section 7701(a)(30) of the Code.

ARTICLE XIII

REPRESENTATIONS OF INSTITUTIONAL

TRUSTEE AND DELAWARE TRUSTEE

SECTION 13.1 Representations and Warranties of Institutional Trustee . The Trustee that acts as initial Institutional Trustee represents and warrants to the Trust and to the Sponsor at the date of this Declaration of Trust, and each Successor Institutional Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Institutional Trustee's acceptance of its appointment as Institutional Trustee that:ath

(a) the Institutional Trustee is a national banking association with trust powers, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Declaration of Trust;

(b) the Institutional Trustee has a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000).

(c) the execution, delivery and performance by the Institutional Trustee of the Declaration of Trust have been duly authorized by all necessary corporate action on the part of the Institutional Trustee. The Declaration of Trust has been duly executed and delivered by the Institutional Trustee, and it constitutes a legal, valid and binding obligation of the Institutional Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law);

(d) the execution, delivery and performance of the Declaration of Trust by the Institutional Trustee do not conflict with or constitute a breach of the Articles of Organization or By-laws of the Institutional Trustee; and

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(e) no consent, approval or authorization of, or registration with or notice to, any State or Federal banking authority is required for the execution, delivery or performance by the Institutional Trustee, of the Declaration of Trust.

SECTION 13.2 Representations and Warranties of Delaware Trustee . The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at the date of this Declaration of Trust, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee that:

(a) The Delaware Trustee is a Delaware banking corporation with trust powers, duly organized, validly existing and in good standing under the laws of the State of Delaware, with power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, the Declaration of Trust.

(b) The Delaware Trustee has been authorized to perform its obligations under the Declaration of Trust. The Declaration of Trust under Delaware law constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law).

(c) No consent, approval or authorization of, or registration with or notice to, any State or Federal banking authority is required for the execution, delivery or performance by the Delaware Trustee, of the Declaration of Trust.

(d) The Delaware Trustee is an entity which maintains its principal place of business in the State of Delaware.

ARTICLE XIV

MISCELLANEOUS

SECTION 14.1 Notices . All notices provided for in this Declaration of Trust shall be in writing, duly signed by the party giving such notice, and shall be delivered, sent via facsimile or mailed by registered or certified mail, as follows:

(a) if given to the Trust, in care of the Administrative Trustees at the Trust's mailing address set forth below (or such other address as the Trust may give notice of to the Holders of the Securities):

SCE Trust _

Southern California Edison Company

2244 Walnut Grove Avenue

Rosemead, California 91770

Attention: Corporate Governance

Fax: 626-302-4106

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(b) if given to the Delaware Trustee, at the mailing address set forth below (or such other address as Delaware Trustee may give notice of to the Holders of the Securities):

BNY Mellon Trust of Delaware

100 White Clay Center, Suite 102

Newark, DE 19711

Fax: 302-453-4400

(c) if given to the Institutional Trustee, at the mailing address set forth below (or such other address as the Institutional Trustee may give notice of to the Holders of the Securities):

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

2 N. LaSalle Street, Suite 1020

Chicago, IL 60602

Attn: Corporate Trust Administration

Fax: 312-827-8542

(d) if given to the Holder of the Common Securities, at the mailing address of the Sponsor set forth below (or such other address as the Holder of the Common Securities may give notice of to the Trust):

Southern California Edison Company

2244 Walnut Grove Avenue

Rosemead, California 91770

Attention: Corporate Governance

Fax: 626-302-4106

(e) if given to any other Holder, at the address set forth on the books and records of the Trust.

All such notices shall be deemed to have been given when received in person, sent via facsimile with receipt confirmed, or mailed by first class mail, postage prepaid except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver.

The Trustee agrees to accept and act upon instructions or directions pursuant to this Declaration of Trust sent by unsecured e-mail, pdf, facsimile transmission, electronic transmission or other similar unsecured electronic methods; provided, however, that (a) the party providing such written instructions, subsequent to such transmission of written instructions, shall provide the originally executed instructions or directions to the Trustee in a timely manner, and (b) such originally executed instructions or directions shall be signed by an authorized representative of the party providing such instructions or directions. If the party elects to give the Trustee e-mail or facsimile instructions (or instructions by electronic transmission) and the Trustee in its discretion elects to act upon such instructions, the Trustee's understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent

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written instruction. The party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.

SECTION 14.2 Governing Law; Waiver of Jury Trial . This Declaration of Trust and the Securities and the rights of the parties hereunder and thereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws. EACH OF THE PARTIES HERETO 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 DECLARATION OF TRUST, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

SECTION 14.3 Intention of the Parties . It is the intention of the parties hereto that the Trust be classified for United States federal income tax purposes as a domestic grantor trust. The provisions of this Declaration of Trust shall be interpreted in a manner consistent with this classification.

SECTION 14.4 Headings . Headings contained in this Declaration of Trust are inserted for convenience of reference only and do not affect the interpretation of this Declaration of Trust or any provision hereof.

SECTION 14.5 Successors and Assigns . Whenever in this Declaration of Trust any of the parties hereto is named or referred to, the successors and assigns of such party shall be deemed to be included, and all covenants and agreements in this Declaration of Trust by the Sponsor and the Trustees shall bind and inure to the benefit of their respective successors and assigns, whether so expressed.

SECTION 14.6 Partial Enforceability . If any provision of this Declaration of Trust, or the application of such provision to any Person or circumstance, shall be held invalid, the remainder of this Declaration of Trust, or the application of such provision to Persons or circumstances other than those to which it is held invalid, shall not be affected thereby.

SECTION 14.7 Counterparts . This Declaration of Trust may contain more than one counterpart of the signature page and this Declaration of Trust may be executed by the affixing of the signature of each of the Trustees to one of such counterpart signature pages. All of such counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page.

THE RECEIPT AND ACCEPTANCE OF A SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A HOLDER OR TRUST PREFERENCE SECURITY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS DECLARATION AND THE TRUST PREFERENCE SECURITIES GUARANTEE, AND AGREEMENT TO THE

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SUBORDINATION PROVISIONS AND OTHER TERMS OF THE TRUST PREFERENCE SECURITIES GUARANTEE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS DECLARATION SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH HOLDER AND SUCH OTHERS.

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IN WITNESS WHEREOF, the undersigned have caused these presents to be executed as of the day and year first above written.

________________________________________________

Name: Robert C. Boada

Title: Administrative Trustee

________________________________________________

Name: Michael A. Henry

Title: Administrative Trustee

________________________________________________

Name: George T. Tabata

Title: Administrative Trustee

BNY Mellon Trust of Delaware, as Delaware Trustee

By: ________________________________________________

Name:

Title:

The Bank of New York Mellon TRUST COMPANY, N.A., as Institutional Trustee

By: ________________________________________________

Name:

Title:

SOUTHERN CALIFORNIA EDISON COMPANY,

as Sponsor

By: ________________________________________________

Name:

Title:

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ANNEX I

TERMS OF

_____% TRUST PREFERENCE SECURITIES

COMMON SECURITIES

Pursuant to Section 7.1 of the Amended and Restated Declaration of Trust of SCE Trust _, dated as of __________ (as amended from time to time, the “ Declaration of Trust ”), the designation, rights, privileges, restrictions, preferences and other terms and provisions of the Trust Preference Securities and the Common Securities are set out below (each capitalized term used but not defined herein has the meaning set forth in the Declaration of Trust or, if not defined in such Declaration of Trust, as defined in the Prospectus referred to below):

1. Designation and Number .

(a) Trust Preference Securities . Up to ________ Trust Preference Securities of the Trust with an aggregate liquidation amount with respect to the assets of the Trust of up to __________ dollars ($__________), and a liquidation amount with respect to the assets of the Trust of $25.00 per trust preference security, are hereby designated for the purposes of identification only as “____% Trust Preference Securities” (the “ Trust Preference Securities ”). The Trust Preference Security Certificates evidencing the Trust Preference Securities shall be substantially in the form of Exhibit A-1 to the Declaration of Trust, with such changes and additions thereto or deletions therefrom as may be required by ordinary usage, custom or practice or to conform to the rules of any stock exchange on which the Trust Preference Securities are listed, if any.

(b) Common Securities . 400 Common Securities of the Trust with an aggregate liquidation amount with respect to the assets of the Trust of ten thousand dollars ($10,000), and a liquidation amount with respect to the assets of the Trust of $25.00 per common security, are hereby designated for the purposes of identification only as “Common Securities” (the “ Common Securities ”). The Common Security Certificates evidencing the Common Securities shall be substantially in the form of Exhibit A-2 to the Declaration of Trust, with such changes and additions thereto or deletions therefrom as may be required by ordinary usage, custom or practice.

2. Distributions .

(a) Subject to Article VI of the Declaration of Trust, Distributions payable on each Security will be payable from dividends when, as, and if declared and paid on the Series _ Preference Shares held by the Institutional Trustee for the benefit of the Holders. The distribution rate on the Securities is fixed at ____% per annum (the “ Distribution Rate ”) of the stated liquidation amount of $25.00 per Security, such rate being the dividend rate payable on the Series _ Preference Shares held by the Institutional Trustee. A Distribution is payable only to the extent that payments are made in respect of the Series _ Preference Shares held by the Institutional Trustee and to the extent the Trust has funds available therefor. Distributions from dividends paid on the Series _ Preference Shares payable on the Securities for any period from but including a Trust Distribution Payment Date to but excluding the next succeeding Trust

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Distribution Payment Date (each, a “ Distribution Payment Period ”) will be computed on the basis of a 360-day year consisting of twelve 30-day months; provided, however that the amount of such Distributions payable on the Securities for the initial Distribution Payment Period and any period less than a full Distribution Payment Period will be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in the period. Dollar amounts payable to a Holder resulting from that calculation will be rounded to the nearest cent, with one-half cent or greater being rounded upward.

(b) Distributions from dividends paid on the Series _ Preference Shares payable on the Securities will be cumulative, will accrue from and including __________, and will be payable quarterly, in arrears, to the extent of amounts paid on the Series _ Preference Shares on __________, __________, __________ and __________ of each year (each a “ Trust Distribution Payment Date ”), commencing on __________ at the Distribution Rate. As a consequence of the failure or the inability of the Series _ Preference Share Issuer to declare and pay quarterly dividends on the Series _ Preference Shares, quarterly Distributions will also not be made to the Holders of the Securities. No interest, dividends or sum in lieu thereof shall be payable in respect of the amount of any Distribution on the Securities not paid on a Trust Distribution Payment Date and accrued.

(c) Quarterly Distributions on the Securities will be payable to the Holders thereof as they appear on the books and records of the Trust at the close of business on the relevant record dates. While the Trust Preference Securities remain in book-entry only form, the relevant record dates shall be one Business Day prior to the relevant Trust Distribution Payment Dates. The relevant record date for the Common Securities for any Trust Distribution Payment Date shall be the same record date as for the Trust Preference Securities for such Trust Distribution Payment Date. If the Trust Preference Securities shall not continue to remain in book-entry only form, the relevant record dates for quarterly Distributions on the Trust Preference Securities shall be the first day of the month in which the relevant Trust Distribution Date occurs, which Trust Distribution Payment Dates shall correspond to the “Dividend Payment Dates” for the Series _ Preference Shares. Quarterly Distributions that are not paid on a particular Trust Distribution Payment Date, as a result of the Series _ Preference Share Issuer having failed to make a payment under the Series _ Preference Shares, will be payable to the Person in whose name such Securities are registered on the record date applicable to (x) the Trust Distribution Payment Date on which such Distributions are paid or (y) the date of a Liquidation Distribution or the payment of the Redemption Price, as applicable. If any Trust Distribution Payment Date is not a Business Day, then payment of the Distribution payable on such date will be made on the next succeeding day that is a Business Day, without any increase to account for the period from such Trust Distribution Payment Date through the date of actual payment.

(d) In the event that there is any money or other property held by or for the Trust that is not accounted for hereunder, such property shall be distributed Pro Rata (as defined herein) among the Holders of the Common Securities.

3. Liquidation Distribution Upon Dissolution .

(a) In the event of any voluntary or involuntary dissolution of the Trust, the Holders of the Securities on the date of the dissolution will be entitled to receive out of the assets of the

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Trust available for distribution to Holders of Securities after satisfaction of liabilities, claims upon and obligations of the Trust pursuant to § 3808 of the Statutory Trust Act, distributions in an amount equal to the stated liquidation amount of $25.00 per Security plus accrued and unpaid Distributions thereon to but excluding the date of payment (such amount being the “ Liquidation Distribution ”), unless (i) such dissolution was in accordance with Section 8.1(a)(iv) of the Declaration of Trust, or (ii) in connection with such dissolution, as determined by the Sponsor, Series _ Preference Shares in an aggregate liquidation preference equal to the aggregate stated liquidation amount of, with a dividend rate equal to the Distribution Rate, and bearing accrued and unpaid dividends in an amount equal to the accrued and unpaid Distributions on, such Securities outstanding at such time, have been distributed on a Pro Rata basis to the Holders of the Securities in exchange for such Securities except as provided by clause (c) below.

(b) If, upon any such dissolution, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then the amounts payable directly by the Trust on the Securities shall first be paid on a Pro Rata basis to the Holders of the Trust Preference Securities, then, to the extent of any remaining assets, on a Pro Rata basis to the Holders of the Common Securities.

(c) On and from the date fixed by the Administrative Trustees for any distribution of the Series _ Preference Shares upon the dissolution of the Trust: (i) the Securities will no longer be deemed to be outstanding, (ii) DTC or its nominee (or any successor Clearing Agency or its nominee), as the record Holder of the Trust Preference Securities, will receive a registered global certificate or certificates representing the Series _ Preference Shares to be delivered upon such distribution, (iii) DTC or its nominee (or any successor Clearing Agency or its nominee) shall distribute the interests in the Series _ Preference Shares to the Holders of Securities entitled thereto and (iv) any certificates representing Securities, except for certificates representing Trust Preference Securities held by DTC or its nominee (or any successor Clearing Agency or its nominee), will be deemed to represent beneficial interests in the Series _ Preference Shares having an aggregate liquidation preference equal to the aggregate stated liquidation amount of, with a dividend rate identical to the Distribution Rate of, and accrued and unpaid dividends equal to accrued and unpaid Distributions on such Securities until such certificates are presented to the Series _ Preference Share Issuer or its agent for transfer or reissue; provided however that, with respect to the distribution of any fractional interest in a Series _ Preference Share, the Administrative Trustees shall redeem such fractions of Series _ Preference Shares for cash at a price equal to the aggregate liquidation preference represented by such fractional interest plus any accrued and unpaid Distributions attributable to such fractional interests, provided, further that, notwithstanding the above, the Administrative Trustees, at their sole discretion, may choose to effect such dissolution distribution by means of depositary receipts on terms to be established by the Administrative Trustees. The Administrative Trustees shall be empowered to take such actions as are necessary and proper to accomplish the ends of the preceding sentence, including but not limited to procuring new CUSIPs or other identifying numbers, filing any necessary registration statements or amendments thereto, or such other acts as the Administrative Trustees may deem necessary.

4. Redemption and Distribution .

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(a) Upon the redemption of the Series _ Preference Shares either (i) at the option of the Series _ Preference Share Issuer, in whole or in part, at any time or from time to time, on or after __________ or (ii) in whole, but not in part, at any time prior to __________within 90 days after a Tax Event or Investment Company Event (as described below), the proceeds from such redemption shall be simultaneously applied to redeem Trust Preference Securities, on a proportionate basis, having an aggregate liquidation amount equal to the aggregate liquidation preference of the Series _ Preference Shares so redeemed at a redemption price equal to the aggregate liquidation amount of the Securities so redeemed plus an amount equal to accrued and unpaid Distributions to but excluding the date of redemption, payable in cash (the “ Redemption Price ”). Holders shall be given not less than 30 nor more than 60 days' notice of any redemption of Securities by the Institutional Trustee who must receive such amount of prior notice of redemption of Series _ Preference Shares from the Series _ Preference Share Issuer. If the Trust Preference Securities are redeemed in whole, the Series _ Preference Share Issuer may cause the Issuer to also redeem the Common Securities in whole at the option of the Series _ Preference Share Issuer.

(b) If fewer than all the outstanding Trust Preference Securities are to be so redeemed, the Securities will be redeemed as described in Section 4(f)(ii) below.

(c) The Series _ Preference Share Issuer shall have the right at any time, or from time to time, on or after __________ to redeem the Series _ Preference Shares at its option, in whole or in part, for cash in the amount equal to the aggregate liquidation preference of Series _ Preference Shares to be redeemed, plus accrued and unpaid dividends to but excluding the date of redemption.

(d) Under the terms of the Series _ Preference Shares, the Series _ Preference Share Issuer may elect to redeem the Series _ Preference Shares, in whole, but not in part, for cash if, at any time prior to __________, an Investment Company Event or Tax Event (each as defined below, and each a “ Special Event ”) shall occur and be continuing, within 90 days following the occurrence of such Special Event, and, following such redemption, Securities with an aggregate liquidation amount equal to the aggregate liquidation preference of the Series _ Preference Shares so redeemed shall be redeemed by the Trust at the Redemption Price; provided, however, that if at the time there is available to the Series _ Preference Share Issuer or the Trust the opportunity to eliminate, within such 90-day period, the Special Event by taking some ministerial action, such as filing a form or making an election or pursuing some other similar reasonable measure that will have no adverse effect on the Trust, the Series _ Preference Share Issuer or the Holders of the Securities, then the Series _ Preference Share Issuer or the Trust will pursue such measure in lieu of redemption.

“ Investment Company Event ” means the receipt by the Series _ Preference Share Issuer of an opinion of nationally recognized independent counsel experienced in such matters to the effect that, as a result of the occurrence of a change in law or regulation or a written change in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority (a “ Change in 1940 Act Law ”), there is a more than an insubstantial risk that the Trust is, or within 90 days of the date of that opinion will be, considered an Investment Company that is required to be registered under the Investment Company Act, which Change in 1940 Act Law has become effective on or after __________.

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“ Tax Event ” means the receipt by the Series _ Preference Share Issuer of an opinion of nationally recognized independent counsel experienced in such matters to the effect that, as a result of any amendment to or change in the laws or regulations thereunder of the United States or any political subdivision or taxing authority thereof or therein that is enacted or becomes effective on or after __________, any proposed change in the laws or regulations enumerated in the preceding clause that is announced after __________, or any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying the laws or regulations enumerated in the first preceding clause that is announced after __________, there is more than an insubstantial risk that: (i) the Trust is, or within 90 days of the date of such opinion will be, subject to more than a de minimis amount of taxes (including withholding taxes), duties, assessments or other governmental charges; or (ii) the Trust is not, or within 90 days of the date of such opinion will not be, a domestic grantor trust for United States federal income tax purposes.

(e) The Trust may not redeem fewer than all the outstanding Securities unless all accrued and unpaid Distributions have been paid on all Securities for all Distribution Payment Periods terminating on or before the date of redemption.

(f) Redemption or Distribution procedures will be as follows:

(i) Notice of any redemption of, or notice of distribution of Series _ Preference Shares or depositary shares in lieu thereof in exchange for the Securities (a “ Redemption/Distribution Notice ”) will be given by the Trust by mail to each Holder of the Securities to be redeemed or exchanged not fewer than 30 nor more than 60 days before the date fixed for redemption or exchange thereof which, in the case of a redemption, will be the date fixed for redemption of the Series _ Preference Shares. For purposes of the calculation of the date of redemption or exchange and the dates on which notices are given pursuant to this Section 4(f)(i), a Redemption/Distribution Notice shall be deemed to be given on the day such notice is first mailed by first-class mail, postage prepaid, to the Holders of the Securities. Each Redemption/Distribution Notice shall be addressed to the Holders of the Securities at the address of each such Holder appearing in the books and records of the Trust. No defect in the Redemption/Distribution Notice or in the mailing of either thereof with respect to any Holder shall affect the validity of the redemption or exchange proceedings with respect to any other Holder.

(ii) In the event that fewer than all the outstanding Securities are to be redeemed, the Trust Preference Securities to be redeemed shall first be redeemed Pro Rata from each Holder of Trust Preference Securities, it being understood that, in respect of Trust Preference Securities registered in the name of and held of record by DTC or its nominee (or any successor Clearing Agency or its nominee), the distribution of the proceeds of such redemption will be made to each Clearing Agency Participant (or Person on whose behalf such nominee holds such securities) in accordance with the procedures applied by such agency or nominee. If the Trust Preference Securities are redeemed in full, then the Common Securities may also be redeemed in full by the Issuer at the direction of the Series _ Preference Share Issuer.

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(iii) If Securities are to be redeemed and the Trust gives a Redemption/Distribution Notice, which notice may only be issued if the Series _ Preference Shares are redeemed as set out in this Section 4 (which notice will be irrevocable), then (A) while the Trust Preference Securities are in book-entry only form, with respect to the Trust Preference Securities, by 12:00 noon, New York City time, on the redemption date, provided that the Series _ Preference Share Issuer has paid to the Institutional Trustee a sufficient amount of funds in connection with the related redemption of the Series _ Preference Shares, the Institutional Trustee will deposit irrevocably with DTC or its nominee (or successor Clearing Agency or its nominee) funds sufficient to pay the applicable Redemption Price with respect to the Trust Preference Securities and will give DTC (or any successor Clearing Agency) irrevocable instructions and authority to pay such Redemption Price to the Trust Preference Security Beneficial Owners, and (B) with respect to Trust Preference Securities issued in definitive form and Common Securities, provided, that the Series _ Preference Share Issuer has paid the Institutional Trustee a sufficient funds in connection with the related redemption of the Series _ Preference Shares, the Paying Agent will pay the applicable Redemption Price to the Holders of such Securities, upon surrender thereof, by check mailed to the address of the relevant Holder appearing on the books and records of the Trust on the applicable record date. If a Redemption/Distribution Notice shall have been given and funds deposited as required, if applicable, then immediately prior to the close of business on the date of such deposit, distributions will cease to accrue on the Securities so called for redemption and all rights of the Holders of such Securities so called for redemption will cease, except the right of the Holders of such Securities to receive the applicable Redemption Price, but without interest on such Redemption Price. Neither the Administrative Trustees nor the Trust shall be required to register or cause to be registered the transfer of any Securities that have been so called for redemption. If the Trust Preference Securities remain in book-entry only form at the time of such redemption, the record date for such payment shall be one Business Day prior to the redemption date. If the Trust Preference Securities shall not remain in book-entry only form at the time of such redemption, the relevant record date shall be the first day of the month in which the redemption date occurs. If any date fixed for redemption of Securities is not a Business Day, then payment of the applicable Redemption Price payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay and no Distributions or other payment will accumulate or accrue as a result of the delay).

(iv) Redemption/Distribution Notices shall be sent by the Administrative Trustees on behalf of the Trust to (A) in respect of the Trust Preference Securities, DTC or its nominee (or any successor Clearing Agency or its nominee) if the Global Certificates have been issued or, if Definitive Trust Preference Security Certificates have been issued, to the Holder thereof and (B) in respect of the Common Securities to the Holder thereof.

(v) Subject to applicable law (including, without limitation, United States federal securities laws), a Sponsor Affiliated Holder may at any time or from time to time purchase outstanding Trust Preference Securities by tender, in the open market or by private agreement.

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5. Voting Rights-Trust Preference Securities .

(a) Except as provided under Sections 5(b) and 7 and as otherwise required by law and the Declaration of Trust, the Holders of the Trust Preference Securities will have no voting rights.

(b) Subject to the requirements set forth in this paragraph, the Holders of a Majority in liquidation amount of the Trust Preference Securities, voting separately as a class, may direct the exercise of any trust or power conferred upon the Institutional Trustee under the Declaration of Trust in respect of its rights as the holder of the Shares _ Preference Shares, including the right to direct the Institutional Trustee, as holder of the Series _ Preference Shares, to consent to any amendment or modification of the Certificate of Determination or the Series _ Preference Shares, any amendment or modification of the Articles of Incorporation or any other matter with respect to the Certificate of Determination or the Series _ Preference Shares, where such consent shall be required by the Series _ Preference Share Issuer Governing Documents and/or the CGCL; provided, however, that, where a consent or action under the Series _ Preference Share Issuer Governing Documents and/or the CGCL would require the consent or act of each holder of each Preference Share affected thereby, such consent or action shall not be effective until each Holder of Trust Preference Securities shall have consented to such action or provided such consent. The Institutional Trustee, as holder of the Series _ Preference Shares, shall not take any of the actions described in the prior sentence unless the Institutional Trustee has obtained an opinion of a nationally recognized independent tax counsel experienced in such matters to the effect that as a result of such action, the Trust will not fail to be classified as a domestic grantor trust for United States federal income tax purposes. The Institutional Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Trust Preference Securities. If the Institutional Trustee fails to enforce its rights under the Series _ Preference Shares, to the fullest extent permitted by law and the Trust Preference Securities Guarantee, any Holder of Trust Preference Securities may directly institute a legal proceeding against the Series _ Preference Share Issuer to enforce that Holder's proportionate share of the Institutional Trustee's rights under the Series _ Preference Shares without first instituting a legal proceeding against the Institutional Trustee or any other Person or entity. Any required approval or direction of Holders of Trust Preference Securities may be given at a separate meeting of Holders of Trust Preference Securities convened for such purpose, at a meeting of all of the Holders of Securities or pursuant to written consent or by electronic transmission. The Administrative Trustees will cause a notice of any meeting at which Holders of Trust Preference Securities are entitled to vote to be mailed to each Holder of record of Trust Preference Securities. Each such notice will include a statement setting forth (i) the date and time of such meeting, (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote and (iii) instructions for the delivery of proxies.

No vote or consent of the Holders of the Trust Preference Securities will be required for the Trust to redeem and cancel Trust Preference Securities or to distribute the Series _ Preference Shares or depositary shares in lieu thereof in accordance with this Declaration of Trust and the terms of the Securities.

Notwithstanding that Holders of Trust Preference Securities are entitled to vote or consent under any of the circumstances described above, any of the Trust Preference Securities

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that are owned by the Sponsor or any Affiliate of the Sponsor shall not be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if they were not outstanding.

To the fullest extent permitted by law, with regard to the purposes of California Corporations Code Section 703, the Institutional Trustee shall be treated as a fiduciary holding and voting the Series _ Preference Shares on behalf of the beneficial owners of the Securities, and shall be deemed by the provisions of this Section 5 to receive binding instructions from the Holders of the Securities as to how to vote such shares.

6. Voting Rights - Common Securities .

(a) Except as provided under Sections 6(b), (c) and 7 as otherwise required by law and the Declaration of Trust, the Holders of the Common Securities will have no voting rights.

(b) The Holders of the Common Securities are entitled, in accordance with and subject to Article V of the Declaration of Trust, to vote to appoint, remove or replace any Trustee or to increase or decrease the number of Trustees.

(c) Subject to Section 5(b), the Holders of a Majority in liquidation amount of the Common Securities, voting separately as a class, may direct the exercise of any trust or power conferred upon the Institutional Trustee under the Declaration of Trust, provided that, where a consent or action under the Series _ Preference Share Issuer Governing Documents would require the consent or act of the Holders of greater than a majority in liquidation preference of Series _ Preference Shares affected thereby (a “ Super Majority ”), the Institutional Trustee may only give such consent or take such action at the written direction of the Holders of at least the proportion in liquidation amount of the Common Securities which the relevant Super Majority represents of the aggregate liquidation preference of the Series _ Preference Shares outstanding. Pursuant to this Section 6(c), the Institutional Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Trust Preference Securities. Except with respect to directing the time, method and place of conducting any proceeding for any remedy available to the Institutional Trustee or the Series _ Preference Share Issuer as set forth above, the Institutional Trustee shall not take any action in accordance with the directions of the Holders of the Common Securities under this paragraph unless the Institutional Trustee has obtained an opinion of nationally recognized independent tax counsel to the effect that as a result of such action, the Trust will not fail to be classified as a domestic grantor trust for United States federal income tax purposes.

If the Institutional Trustee fails to enforce its rights under the Declaration of Trust, to the fullest extent permitted by law any Holder of Common Securities may institute a legal proceeding directly against any Person to enforce the Institutional Trustee's rights under the Series _ Preference Shares, without first instituting a legal proceeding against the Institutional Trustee or any other Person.

Any approval or direction of Holders of Common Securities may be given at a separate meeting of Holders of Common Securities convened for such purpose, at a meeting of all of the Holders of Securities or pursuant to written consent or by electronic transmission. The

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Administrative Trustees will cause a notice of any meeting at which Holders of Common Securities are entitled to vote to be mailed to each Holder of record of Common Securities. Each such notice will include a statement setting forth (i) the date and time of such meeting, (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote and (iii) instructions for the delivery of proxies.

No vote or consent of the Holders of the Common Securities will be required for the Trust to redeem and cancel Common Securities or to distribute the Series _ Preference Shares in accordance with the Declaration of Trust and the terms of the Securities.

7. Pro Rata .

A reference in these terms of the Securities to any payment, distribution or treatment as being “Pro Rata” shall mean pro rata to each Holder of Securities according to the aggregate liquidation amount of the Securities held by the relevant Holder in relation to the aggregate liquidation amount of all Securities outstanding and “Pro Rata” as to Holders of a Trust Preference Securities or Common Securities shall mean pro rata to each Holder of Trust Preference Securities or Common Securities, as the case may be, according to the liquidation amount of the Securities held by the relevant Holder in relation to the aggregate liquidation amount of all Securities of such class outstanding.

8. Ranking .

The Trust Preference Securities rank pari passu and payment thereon shall be made Pro Rata with the Common Securities except that the rights of Holders of the Common Securities to payment in respect of payments upon liquidation and redemption are subordinated to the rights to payment of the Holders of the Trust Preference Securities.

9. Acceptance of Trust Preference Securities Guarantee and Certificate of Determination .

Each Holder of Trust Preference Securities and Common Securities, by the acceptance thereof, agrees to the provisions of the Trust Preference Securities Guarantee, including the ranking provisions therein and to the provisions of the Certificate of Determination.

10. No Preemptive Rights .

The Holders of the Securities shall have no preemptive or similar rights to subscribe for any additional securities.

11. Miscellaneous .

These terms constitute a part of the Declaration of Trust.

The Sponsor will provide a copy of the Declaration of Trust or the Trust Preference Securities Guarantee, and the Certificate of Determination to a Holder without charge on written request to the Sponsor at its principal place of business.

EXHIBIT A-1

FORM OF TRUST PREFERENCE SECURITY CERTIFICATE

THIS TRUST PREFERENCE SECURITY IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR A NOMINEE OF THE DEPOSITARY. THIS TRUST PREFERENCE SECURITY IS EXCHANGEABLE FOR TRUST PREFERENCE SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION AND NO TRANSFER OF THIS TRUST PREFERENCE SECURITY (OTHER THAN A TRANSFER OF THIS TRUST PREFERENCE SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS TRUST PREFERENCE SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (55 WATER STREET, NEW YORK, NEW YORK) TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY TRUST PREFERENCE SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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_______ _______ Trust Preference Securities

CUSIP NO. _________

Certificate Evidencing Trust Preference Securities

SCE TRUST _

____% Trust Preference Securities

(Cumulative, Liquidation Amount $25 per Trust Preference Security)

SCE Trust _, a statutory trust formed under the laws of the State of Delaware (the “ Trust ”), hereby certifies that _______ (the “ Holder ”) is the registered owner of _______ (_______) Trust Preference Securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the ____% Trust Preference Securities (the “ Trust Preference Securities ”). The Trust Preference Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Trust Preference Securities are set forth in, and this certificate and the Trust Preference Securities represented hereby are issued and shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of __________, as the same may be amended from time to time (the “ Declaration of Trust ”), including the designation of the terms of the Trust Preference Securities as set forth in Annex I thereto. Capitalized terms used herein but not defined shall have the meaning given them in the Declaration of Trust. The Holder is entitled to the benefits of the Trust Preference Securities Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration of Trust, the Trust Preference Securities Guarantee and the Certificate of Determination to a Holder without charge upon written request to the Sponsor at its principal place of business.

The Holder of this certificate, by accepting this certificate, is deemed to have (i) agreed to the terms of the Series _ Preference Shares and (ii) agreed to the terms of the Trust Preference Securities Guarantee, including that the Trust Preference Securities Guarantee is subordinate and junior in right of payment to all outstanding cumulative preferred stock and all secured and unsecured indebtedness of the Series _ Preference Share Issuer.

Upon receipt of this certificate, the Holder is bound by the Declaration of Trust and is entitled to the benefits thereunder.

By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Series _ Preference Shares as equity and the Trust Preference Securities as evidence of indirect beneficial ownership in the Series _ Preference Shares.

This Certificate shall be governed by the laws of the State of Delaware.

A1 - 1

IN WITNESS WHEREOF, the Trust has executed this certificate this _______ day of _______, _______.

______________________________

Name:

Title: Administrative Trustee

A1 - 2

CERTIFICATE OF AUTHENTICATION

This certificate represents the Trust Preference Securities referred to in the within-mentioned Declaration of Trust.

Dated: _______, _______

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

as Institutional Trustee

By: ____________________________

Authorized Signatory

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ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust Preference Security Certificate to:

Insert assignee's social security or tax identification number)

(Insert address and zip code of assignee)

and irrevocably appoints

as agent to transfer this Trust Preference Security Certificate on the books of the Trust. The agent may substitute another to act for him or her.

Date: ________________________

Signature: ____________________________

(Sign exactly as your name appears on the other side of this Trust Preference Security Certificate)

EXHIBIT A-2

FORM OF COMMON SECURITY CERTIFICATE

TRANSFER OF THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SET FORTH IN THE DECLARATION REFERRED TO BELOW.

A1 - 4

_______ _______ Common Securities

Certificate Evidencing Common Securities

SCE TRUST _

Common Securities

(Cumulative, Liquidation Amount $25 per Common Security)

SCE TRUST _, a statutory trust formed under the laws of the State of Delaware (the “Trust”), hereby certifies that _______ (the “ Holder ”), is the registered owner of _______ (_______) common securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the Common Securities (the “ Common Securities ”). The Common Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer and satisfaction of the other conditions set forth in the Declaration of Trust (as defined below), including, without limitation, Section 9.1 thereof. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of __________, as the same may be amended from time to time (the “ Declaration of Trust ”), including the designation of the terms of the Common Securities as set forth in Annex I thereto. Capitalized terms used herein but not defined shall have the meaning given them in the Declaration of Trust. The Sponsor will provide a copy of the Declaration of Trust and the Certificate of Determination to a Holder without charge upon written request to the Sponsor at its principal place of business.

Upon receipt of this certificate, the Holder is bound by the Declaration of Trust and is entitled to the benefits thereunder.

The Holder of this certificate, by accepting this certificate, is deemed to have agreed to the terms of the Series _ Preference Shares.

By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Series _ Preference Shares as equity and the Common Securities as evidence of indirect beneficial ownership in the Series _ Preference Shares.

This Certificate shall be governed by the laws of the State of Delaware.

IN WITNESS WHEREOF, the Trust has executed this certificate this _______ day of _______, _______.

_____________________________

Name:

Title: Administrative Trustee

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CERTIFICATE OF AUTHENTICATION

This certificate represents the Common Securities referred to in the within-mentioned Declaration of Trust.

Dated: _______, _______

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

as Institutional Trustee

By: _________________________

Authorized Signatory

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ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Common Security Certificate to:

(Insert assignee's social security or tax identification number)

(Insert address and zip code of assignee)

and irrevocably appoints as agent to transfer this Common Security Certificate on the books of the Trust. The agent may substitute another to act for him or her.

Date: _____________________

Signature: __________________________

(Sign exactly as your name appears on the other side of this Common Security Certificate)

A2 - 4

Exhibit 4.20

GUARANTEE AGREEMENT

Dated as of __________

SOUTHERN CALIFORNIA EDISON COMPANY, as Guarantor

GUARANTEE AGREEMENT

This GUARANTEE AGREEMENT (the “ Guarantee ”), dated as of __________, is executed and delivered by SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation (the “ Guarantor ”), for the benefit of the Holders (as defined herein) from time to time of the Securities (as defined herein) of SCE TRUST _, a Delaware statutory trust (the “ Trust ”).

RECITALS

WHEREAS, pursuant to the Declaration of Trust (as defined herein), the Trust may issue up to $__________ aggregate liquidation amount of trust preference securities, having a liquidation amount of $25.00 per security and designated the “___ % Trust Preference Securities” of the Trust (the “ Trust Preference Securities ”), and $10,000 aggregate liquidation amount of common securities, having a liquidation amount of $25.00 per security and designated the “Common Securities” of the Trust (the “ Common Securities ” and, together with the Trust Preference Securities, the “ Securities ”); and

WHEREAS, as incentive for the Holders to purchase the Securities, the Guarantor desires irrevocably and unconditionally to agree, to the extent set forth in this Guarantee, to pay to the Holders of the Securities the Guarantee Payments (as defined herein) and to make certain other agreements on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the purchase by each Holder of Securities, which purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee for the benefit of the Holders.

ARTICLE 1

INTERPRETATION AND DEFINITIONS

SECTION 1.1 INTERPRETATION AND DEFINITIONS.

In this Guarantee, unless the context otherwise requires:

(a) capitalized terms used in this Guarantee but not defined in the preamble above have the respective meanings assigned to them in this Section 1.1;

(b) a term defined anywhere in this Guarantee has the same meaning throughout;

(c) all references to “the Guarantee” or “this Guarantee” are to this Guarantee as modified, supplemented or amended from time to time;

(d) all references in this Guarantee to Articles, Sections and Recitals are to Articles, Sections and Recitals of this Guarantee, unless otherwise specified;

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(e) a reference to the singular includes the plural and vice versa and a reference to any masculine form of a term shall include the feminine form of a term, as applicable; and

(f) the following terms have the following meanings:

“ Affiliate ” has the same meaning as given to that term in Rule 405 of the Securities Act of 1933, as amended, or any successor rule thereunder.

“ Common Securities ” has the meaning specified in the Recitals hereto.

“ Declaration of Trust ” means the Amended and Restated Declaration of Trust, dated as of the date hereof, as amended, modified or supplemented from time to time, among the trustees of the Trust named therein, the Guarantor, as sponsor, and the Holders, from time to time, of undivided beneficial ownership interests in the assets of the Trust.

“ Distributions ” has the meaning specified in the Declaration of Trust.

“ Guarantee Payments ” means the following payments or distributions, without duplication, with respect to the Securities, to the extent not paid by or on behalf of the Trust: (i) any accrued and unpaid Distributions that are required to be paid on such Securities (other than upon a voluntary or involuntary dissolution, winding-up or termination of the Trust) to the extent the Trust has sufficient funds available therefor at the time, (ii) the redemption price, plus all accrued and unpaid Distributions to the date of redemption, with respect to any Securities called for redemption by the Trust, to the extent the Trust shall have sufficient funds available therefor at the time or (iii) upon a voluntary or involuntary dissolution, winding-up or termination of the Trust (other than in connection with a redemption or the distribution of Series _ Preference Shares or depositary shares to the Holders in exchange for Securities as provided in the Declaration of Trust), the lesser of (a) the aggregate of the liquidation amount and all accrued and unpaid Distributions on the Securities to the date of payment, to the extent the Trust has sufficient funds available therefor and (b) the amount of assets of the Trust remaining available for distribution to Holders in liquidation of the Trust (in either case, the “ Liquidation Distribution ”).

“ Holder ” means any holder of Securities, as registered on the books and records of the Trust; provided, however, that, in determining whether the Holders of the requisite percentage of Trust Preference Securities have given any request, notice, consent or waiver hereunder, “Holder” shall not include the Guarantor or any Affiliate of the Guarantor or any other obligor on the Trust Preference Securities.

“ Majority in Liquidation Amount ” means Holder(s) of outstanding Securities, voting together as a single class, who are the record owners of an aggregate liquidation amount representing more than 50% of the aggregate liquidation amount (including the stated amount that would be paid on redemption or liquidation, plus accrued and unpaid Distributions to the date upon which the voting percentages are determined) of all outstanding Securities. In determining whether the Holders of the requisite amount of Securities have voted, Securities that are owned by the Guarantor or any Affiliate of the Guarantor or any other obligor on the Securities shall be disregarded for the purpose of any such determination.

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“ Person ” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust (whether statutory or common law trust), unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature.

“ Redemption Price ” has the meaning specified in the Declaration of Trust.

“ Securities ” has the meaning specified in the Recitals hereto.

“ Series _ Preference Shares ” has the meaning specified in the Declaration of Trust.

ARTICLE 2

GUARANTEE

SECTION 2.1 GUARANTEE.

The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by the Trust or the Guarantor), as and when due, regardless of any defense, right of setoff or counterclaim that the Trust may have or assert. The Guarantor's obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Trust to pay such amounts to the Holders.

SECTION 2.2 WAIVERS BY GUARANTOR.

The Guarantor hereby waives notice of acceptance of this Guarantee and of any liability to which it applies or may apply, presentment, demand for payment, any right to require a proceeding first against the Trust or any other Person before proceeding against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands, and any right to require that any action on this Guarantee be brought first against the Trust or any other Person before proceeding directly against the Guarantor. To the fullest extent permitted by law, the Guarantor waives any and all rights and defenses, including without limitation any rights of subrogation, reimbursement, indemnification and contribution, described in subdivision (a) of Section 2856 of the California Civil Code, including any rights and defenses that are or may become available to the Guarantor by reason of Sections 2787 to 2855 thereof, inclusive.

SECTION 2.3 OBLIGATIONS NOT AFFECTED.

The obligations, covenants, agreements and duties of the Guarantor under this Guarantee shall be absolute and unconditional and shall remain in full force and effect until the entire liquidation amount of all outstanding Securities shall have been paid and such obligation shall in no way be affected or impaired by reason of the happening from time to time of any event, including, without limitation, the following, whether or not with notice to, or the consent of, the Guarantor:

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(a) The release or waiver, by operation of law or otherwise, of the performance or observance by the Trust of any express or implied agreement, covenant, term or condition relating to the Securities to be performed or observed by the Trust;

(b) The extension of time for the payment by the Trust of all or any portion of the Distributions, Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with the Securities;

(c) Any failure, omission, delay or lack of diligence on the part of the Institutional Trustee (as such term is defined in the Declaration of Trust) or the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Institutional Trustee or the Holders pursuant to the terms of the Securities, or any action on the part of the Trust granting indulgence or extension of any kind;

(d) The voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Trust or any of the assets of the Trust;

(e) Any invalidity of, or defect or deficiency in, the Securities;

(f) The settlement or compromise of any obligation guaranteed hereby or hereby incurred; or

(g) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 2.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances.

There shall be no obligation of the Holders to give notice to, or obtain consent of, the Guarantor or any other Person with respect to the happening of any of the foregoing.

No setoff, counterclaim, reduction or diminution of any obligation, or any defense of any kind or nature that the Guarantor has or may have against any Holder shall be available hereunder to the Guarantor against such Holder to reduce the payments to it under this Guarantee.

SECTION 2.4 RIGHTS OF HOLDERS.

If the Guarantor fails to make a Guarantee Payment, a Holder may directly institute a proceeding against the Guarantor for enforcement of the Guarantee for such payment to such Holder, and the amount of the payment will be based on the Holder's pro rata share of the amount due and owing on all of the Securities.

SECTION 2.5 GUARANTEE OF PAYMENT.

This Guarantee creates a guarantee of payment and not of collection.

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SECTION 2.6 SUBROGATION.

The Guarantor shall be subrogated to all (if any) rights of the Holder against the Trust in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if at the time of any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

SECTION 2.7 INDEPENDENT OBLIGATIONS.

The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Trust with respect to the Securities, and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee notwithstanding the occurrence of any event referred to in Section 2.3(a) through Section 2.3(g), inclusive, hereof.

ARTICLE 3

LIMITATION OF TRANSACTIONS; RANKING

SECTION 3.1 LIMITATION OF TRANSACTIONS.

So long as any Securities remain outstanding, if the Guarantor shall have failed to make any Guarantee Payment when due, until such Guarantee Payment is made, the Guarantor shall not declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor's capital stock that ranks, as to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Guarantor, equal or junior to the Series _ Preference Shares (other than (a) dividends or distributions in the Guarantor's capital stock, (b) payments under this Guarantee, (c) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, and (d) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of its directors, officers, employees or consultants).

SECTION 3.2 RANKING.

The obligations of the Guarantor hereunder constitute unsecured obligations of the Guarantor and rank subordinate and junior in right of payment to all indebtedness and other liabilities of the Guarantor and all capital stock of the Guarantor that by its terms ranks senior to the Series _ Preference Shares as to payment of dividends and distribution of assets upon the liquidation, dissolution or winding up of the Guarantor; equal in right of payment to the Series _ Preference Shares and other capital stock of the Guarantor that by its terms ranks equal in right of payment to the Series _ Preference Shares as to payment of dividends and distribution of assets upon the liquidation, dissolution or winding up of the Guarantor and to any similar

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guarantee that the Guarantor issues on behalf of the holders of securities issued by any statutory trust the assets of which consist of capital stock of the Guarantor that ranks equal in right of payment to the Series _ Preference Shares as to payment of dividends and distribution of assets upon the liquidation, dissolution or winding up of the Guarantor; and senior in right of payment to the common stock of the Guarantor and all other securities of the Guarantor that by their terms rank junior in right of payment to the Series _ Preference Shares as to payment of dividends and distribution of assets upon the liquidation, dissolution or winding up of the Guarantor.

ARTICLE 4

TERMINATION

SECTION 4.1 TERMINATION.

This Guarantee shall terminate upon (i) full payment of the Redemption Price of all Securities, (ii) distribution of the Series _ Preference Shares or depositary shares to the Holders of all the Securities in accordance with the Declaration of Trust or (iii) full payment of the amounts payable in accordance with the Declaration of Trust upon liquidation of the Trust. Notwithstanding the foregoing, this Guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any Holder of Securities must restore payment of any sums paid under the Securities or under this Guarantee.

ARTICLE 5

RIGHT OF DIRECT ACTION WITH RESPECT TO SERIES _

PREFERENCE SHARES

SECTION 5.1 RIGHT OF DIRECT ACTION.

The Guarantor agrees that, to the fullest extent permitted by applicable law, each Holder has the right to institute a proceeding directly against the Guarantor for enforcement of the rights of a holder of Series _ Preference Shares to the extent of an interest in Series _ Preference Shares corresponding to the aggregate liquidation amount of such Holder's Securities (such right, a “right of direct action”).

ARTICLE 6

MISCELLANEOUS

SECTION 6.1 SUCCESSORS AND ASSIGNS.

All guarantees and agreements contained in this Guarantee shall bind the successors, assigns, receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the Holders of the Securities then outstanding. Except in connection with a consolidation, merger or sale involving the Guarantor pursuant to which the successor or assignee agrees in writing to perform the Guarantor's obligations hereunder, the Guarantor shall not assign its obligations hereunder.

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SECTION 6.2 AMENDMENTS.

Except with respect to any changes that do not materially and adversely affect the rights of the Holders (in which case no consent of the Holders will be required), this Guarantee may not be amended without the prior approval of the Holders of not less than a Majority in Liquidation Amount of the Securities. The provisions of Section 12.2 of the Declaration of Trust with respect to meetings of, and action by written consent of, the Holders of the Securities apply to the giving of such approval.

SECTION 6.3 BENEFIT.

This Guarantee is solely for the benefit of the Holders of the Securities and is not separately transferable from the Securities.

SECTION 6.4 GOVERNING LAW.

THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF CALIFORNIA.

[The remainder of this page left blank intentionally; the signature page follows]

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IN WITNESS WHEREOF, this Guarantee is executed as of the day and year first above written.

SOUTHERN CALIFORNIA EDISON COMPANY,

as Guarantor

By: _________________________________

Name:

Title:

[Signature Page to Guarantee Agreement]

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Exhibit 5.1



		Barbara E. Mathews Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary Barbara.Mathews@SCE.com

August 3, 2012

Southern California Edison Company

2244 Walnut Grove Avenue

Rosemead, California 91770

Re: Registration Statement on Form S-3 of Southern California

Edison Company, SCE Trust II and SCE Trust III

Ladies and Gentlemen:

I am Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary of Southern California Edison Company, a California corporation (“Edison”). In connection with the registration statement on Form S-3 filed on August 3, 2012 (the “Registration Statement”) by Edison, SCE Trust II, a Delaware statutory trust, and SCE Trust III, a Delaware statutory trust (each a “Trust,” and collectively with Edison, the “Registrants”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), you have requested my opinion with respect to the matters set forth below.

I have reviewed the forms of prospectus (the “Prospectus”) which are a part of the Registration Statement. The Prospectus provides that it will be supplemented in the future by one or more supplements to the Prospectus (each a “Prospectus Supplement”). The Prospectus, as supplemented by various Prospectus Supplements, will provide for the registration of (i) one or more series of First Mortgage Bonds (“First Mortgage Bonds”), which may be issued by Edison, (ii) one or more series of unsecured senior or subordinated debt securities (the “Unsecured Debt Securities” and together with the First Mortgage Bonds, the “Debt Securities”), which may be issued by Edison, (iii) shares of preferred stock (the “Preferred Stock”), which may be issued by Edison, (iv) shares of preference stock (the “Preference Stock”), which may be issued by Edison, (v) trust preference securities (the “Trust Preference Securities”), which may be issued by each Trust pursuant to its respective Amended and Restated Trust Agreement (each an “Amended Trust Agreement”), and (vi) guarantees of the Trust Preference Securities (the “Guarantees”), which may be issued by Edison pursuant to one or more guarantee agreements (each a “Guarantee Agreement”). The Debt Securities, the Preferred Stock, the Preference Stock and the Guarantees are collectively referred to herein as the “Securities.” The Debt Securities may be issued pursuant to one or more indentures and one or more supplements thereto (collectively, the “Indentures”), in each case between Edison and a trustee (each, a “Trustee”).

P.O. Box 800 2244 Walnut Grove Ave. Rosemead, California 91770 (626) 302-1130 Fax (626) 302-4106

Southern California Edison Company

August 3, 2012

Page 2

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 the Registrants for the authorization and issuance of the Securities. For purposes of this opinion, I have assumed that those proceedings will be properly completed, in accordance with all requirements of applicable federal, Delaware and California laws, in the manner presently proposed.

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 the Registrants 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 me as copies.

I am opining herein as to the effect on the subject transaction only of the federal securities laws of the United States and the internal laws of the State of California, and I express no opinion as to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state.

Subject to the foregoing and the other qualifications set forth herein, it is my opinion that, as of the date hereof:

1. When (a) the Debt Securities have been duly established in accordance with the terms of the applicable Indentures (including, without limitation, the adoption by the Board of Directors of Edison or an authorized officer of any necessary further resolutions duly authorizing the issuance and delivery of the Debt Securities), duly authenticated by the Trustee and duly executed and delivered on behalf of Edison against payment therefor in accordance with the terms and provisions of the applicable Indenture and as contemplated by the Registration Statement, the Prospectus and the related Prospectus Supplement(s) and (b) each of the Registration Statement and any required post-effective amendment thereto have all become effective under the Securities Act, and assuming that (w) the terms of the Debt Securities as executed and delivered are as described in the Registration Statement, the Prospectus and the related Prospectus Supplement(s); (x) the Debt Securities as executed and delivered do not violate any law applicable to Edison or result in a default under or breach of any agreement or instrument binding upon Edison; (y) the Debt Securities as executed and delivered comply with all requirements and restrictions, if any, applicable to Edison, whether imposed by any court or governmental or regulatory body having jurisdiction over Edison; and (z) the Debt Securities are then issued and sold as contemplated in the Registration Statement, the Prospectus and the related Prospectus Supplement(s), the Debt Securities will constitute valid and legally binding obligations of Edison enforceable against Edison in accordance with the terms of the Debt Securities.

Southern California Edison Company

August 3, 2012

Page 3

2. With respect to the Guarantees, when (i) the trustees of the applicable Trust have taken all necessary action to adopt the Amended Trust Agreement and to fix and determine the terms of the applicable Trust Preference Securities in accordance with the terms of the applicable Amended Trust Agreement; (ii) the appropriate officers of Edison have taken all necessary action to fix and determine the terms of the applicable Guarantees in accordance with the resolutions adopted by the Board of Directors of Edison relating to the issuance and delivery of the Guarantees; (iii) the terms of the applicable Trust Preference Securities and the related Guarantee and the issuance and sale thereof have been duly established in conformity with the applicable Amended Trust Agreement and applicable Guarantee Agreement, respectively, so as not to violate any applicable law, the applicable Certificate of Trust, Trust Agreement and Amended Trust Agreement, and the Articles of Incorporation and Bylaws of Edison, or result in a default under or breach of any agreement or instrument binding upon the applicable Trust or Edison; (iv) the Guarantee Agreement has been duly executed and delivered; (v) the applicable Trust Preference Securities have been duly issued and delivered by the applicable Trust as contemplated by the Registration Statement and the Prospectus Supplement(s) relating thereto; (vi) certificates representing the applicable Trust Preference Securities have been manually authenticated by an authorized officer of the applicable Property Trustee (as defined in the applicable Amended Trust Agreement) for the applicable Trust Preference Securities and registered by such Property Trustee and delivered to the purchasers thereof; and (vii) the applicable Trust receives the agreed-upon consideration therefor; the applicable Preferred Securities Guarantee will be a valid and binding obligation of Edison enforceable in accordance with its terms.

3. Edison has the authority pursuant to its Articles of Incorporation to issue up to 36,000,000 shares of Preferred Stock, comprised of 24,000,000 shares of Cumulative Preferred Stock, with a par value of $25 per share, and 12,000,000 shares of $100 Cumulative Preferred Stock, with a par value of $100 per share, and up to 50,000,000 shares of Preference Stock, no par value. Upon adoption by the Board of Directors of Edison of any necessary further resolutions and filing of any necessary certificates of determination, in form and content as required by applicable law, and upon issuance and delivery of and payment for such shares in the manner contemplated by the Registration Statement, the Prospectus and the related Prospectus Supplement(s) and by such resolutions, such shares of Preferred Stock and Preference Stock will be validly issued, fully paid and nonassessable.

The opinions set forth in paragraphs 1 through 3 above are subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought; and (iii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of, or

Southern California Edison Company

August 3, 2012

Page 4

contribution to, a party with respect to a liability where such indemnification or contribution is contrary to public policy. In addition, I express no opinion concerning the enforceability of any waiver of rights or defenses with respect to stay, extension or usury laws, or with respect to whether acceleration of Debt Securities may affect the collectibility of any portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon.

I have assumed for purposes of this opinion that (i) the applicable Indenture constitutes the legally valid, binding and enforceable obligation of Edison, enforceable against Edison in accordance with its terms; (ii) the Trustee for each Indenture is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (iii) the Trustee is duly qualified to engage in the activities contemplated by the applicable Indenture; (iv) the applicable Indenture has been duly authorized, executed and delivered by the Trustee and constitutes a legally valid, binding and enforceable obligation of the Trustee, enforceable against the Trustee in accordance with its terms; (v) the Trustee is in compliance, generally and with respect to acting as Trustee under the applicable Indenture, with all applicable laws and regulations; and (vi) the Trustee has the requisite organizational and legal power and authority to perform its obligations under the applicable Indenture.

I consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to me under the caption “Validity of the Securities and Guarantees” in the Prospectus included therein.



	Very truly yours,
	/s/ Barbara E. Mathews
	Barbara E. Mathews Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary

Exhibit 5.2

[LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.]

August 3, 2012

To Each of the Persons Listed

on Schedule A Attached Hereto

Re: SCE Trust II and SCE Trust III

Ladies and Gentlemen:

We have acted as special Delaware counsel for Southern California Edison Company, a California corporation (the "Company"), SCE Trust II, a Delaware statutory trust ("Trust II"), and SCE Trust III, a Delaware statutory trust ("Trust III" and together with Trust II, the "Trusts") in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following:

(a) The Certificate of Trust of Trust II, dated August 22, 2000 (the "Original Trust II Certificate"), as filed in the office of the Secretary of State of the State of Delaware (the "Secretary of State") on August 22, 2000;

(b) The Trust Agreement of Trust II, dated as of August 22, 2000, among the Company and the trustees of Trust II named therein, as amended by the Amendment to Trust Agreement relating thereto, dated as of December 8, 2004, among the Company and the trustees of Trust II named therein, as further amended by the Removal and Appointment of Trustees of Trust II, dated as of August 2, 2006, among the Company and the trustees of Trust II named therein;

(c) The Certificate of Amendment Pursuant to 3807(e) of the Delaware Statutory Trust Act, relating to Trust II, as filed in the office of the Secretary of State on July 9, 2001 (the "First Amended Trust II Certificate");

(d) The Certificate of Amendment to Certificate of Trust of Trust II, dated as of August 2, 2006, as filed in the office of the Secretary of State on August 2, 2006 (the "Second Amended Trust II Certificate");

(e) The Certificate of Amendment Pursuant to 3807(e) of the Delaware Statutory Trust Act, relating to Trust II, as filed in the office of the Secretary of State on January 15, 2008 (the "Third Amended Trust II Certificate");

To Each of the Persons Listed

on Schedule A Attached Hereto

August 3, 2012

Page 2

(f) The Certificate of Amendment Pursuant to 3807(e) of the Delaware Statutory Trust Act, relating to Trust II, as filed in the office of the Secretary of State on June 30, 2008 (collectively with the Original Trust II Certificate, the First Amended Trust II Certificate, the Second Amended Trust II Certificate and the Third Amended Trust II Certificate, the "Trust II Certificate");

(g) The Certificate of Trust of Trust III, dated December 8, 2004, as filed in the office of the Secretary of State on December 8, 2004, as amended by the Certificate of Amendment to Certificate of Trust of Trust III, dated as of August 2, 2006, as filed in the office of the Secretary of State on August 2, 2006 (as so amended, the "Original Trust III Certificate");

(h) The Trust Agreement of Trust III, dated as of December 8, 2004, among the Company and the trustees of Trust III named therein, as amended by the Removal and Appointment of Trustees of Trust III, dated as of August 2, 2006, among the Company and the trustees of Trust III named therein;

(i) The Certificate of Amendment Pursuant to 3807(e) of the Delaware Statutory Trust Act, relating to Trust III, as filed in the office of the Secretary of State on January 15, 2008 (the "First Amended Trust III Certificate");

(j) The Certificate of Amendment Pursuant to 3807(e) of the Delaware Statutory Trust Act, relating to Trust III, as filed in the office of the Secretary of State on June 30, 2008 (together with the Original Trust III Certificate and the First Amended Trust III Certificate, the "Trust III Certificate");

(k) A form of Amended and Restated Declaration of Trust for each of the Trusts (including Annex I and Exhibits A-1 and A-2 thereto) relating to the purchase of a series of the Company's preference shares by the respective Trust (each, a "Declaration of Trust" and jointly, the "Declarations of Trust"), to be entered into among the Company, the trustees of the respective Trust named therein, and the holders, from time to time, of undivided beneficial interests in the assets of the respective Trust, to be filed as an exhibit to the Registration Statement;

(l) The Registration Statement on Form S-3 (the "Registration Statement"), including a prospectus (the "Prospectus"), relating to the trust preference securities of the Trusts, representing undivided beneficial interests in the assets of the Trusts (each, a "Preference Security" and collectively, the "Preference Securities"), as proposed to be filed by the Company, Trust II and Trust III with the Securities and Exchange Commission on or about August 3, 2012;

(m) A Certificate of Good Standing for Trust II obtained from the Secretary of State on August 1, 2012; and

(n) A Certificate of Good Standing for Trust III obtained from the Secretary of State on August 1, 2012.

To Each of the Persons Listed

on Schedule A Attached Hereto

August 3, 2012

Page 3

Trust II and Trust III are sometimes individually referred to herein as a "Trust." The Trust II Certificate and the Trust III Certificate are jointly referred to as the "Certificates."

For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (n) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (n) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.

For purposes of this opinion, we have assumed (i) that each Trust Agreement and each Certificate is in full force and effect and has not been amended, (ii) except to the extent provided in paragraph 1 below, that each of the parties to the documents examined by us has been duly created, organized or formed, as the case may be, and is validly existing in good standing under the laws of the jurisdiction governing its creation, organization or formation, (iii) the legal capacity of each natural person who is a signatory to the documents examined by us, (iv) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) that each of the parties to the documents examined by us has duly authorized, executed and delivered such documents, (vi) the receipt by each person or entity to whom a Preference Security is to be issued by the Trusts (collectively, the "Preference Security Holders") of a Trust Preference Security Certificate (as defined in the applicable Declaration of Trust) for the Preference Security and the payment for the Preference Security acquired by it, in accordance with the Declarations of Trust and the Registration Statement, and (vii) that the Preference Securities are issued and sold to the Preference Security Holders in accordance with the Declarations of Trust and the Registration Statement. We have not participated in the preparation of the Registration Statement and assume no responsibility for its contents.

This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder that are currently in effect.

To Each of the Persons Listed

on Schedule A Attached Hereto

August 3, 2012

Page 4

Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

1. Each of the Trusts has been duly created and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801, et seq .) (the "Statutory Trust Act").

2. The Preference Securities of each Trust will represent valid and, subject to the qualifications set forth in paragraph 3 below, fully paid and nonassessable undivided beneficial interests in the assets of the applicable Trust.

3. The Preference Security Holders, as beneficial owners of the applicable Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that the Preference Security Holders may be obligated to make payments as set forth in the Declarations of Trust.

We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In addition, we hereby consent to the use of our name under the heading "Validity of the Securities and Guarantee" in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of persons or entities whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Except as stated above, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other person or entity for any purpose.

Very truly yours,

/s/ Richards, Layton & Finger, P.A.

BJK/SDC

To Each of the Persons Listed

on Schedule A Attached Hereto

August 3, 2012

Page 5

SCHEDULE A

SCE Trust II

2244 Walnut Grove Avenue

Rosemead, California 91770

SCE Trust III

2244 Walnut Grove Avenue

Rosemead, California 91770

Exhibit 12.1



SOUTHERN CALIFORNIA EDISON COMPANY
RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED AND PREFERENCE STOCK
(Millions of Dollars)
																6 Months			6 Months			12 Months
																Ended			Ended			Ended
Earnings:	2007			2008			2009			2010			2011			June 30, 2011			June 30, 2012			June 30, 2012

Income from continuing operations
before tax and noncontrolling interest	$	1,400		$	1,246		$	1,620		$	1,532		$	1,745		$	713		$	622		$	1,654
Less: Income from equity investees	—			—			—			—			—			—			—			—
Income from continuing operations before income
from equity investees, tax and noncontrolling interest	1,400			1,246			1,620			1,532			1,745			713			622			1,654
Add:
Fixed charges (see below)	540			520			535			565			613			306			343			650
Amortization of capitalized interest	2			2			2			2			4			2			1			3
Distributed income of equity investees	—			—			—			—			—			—			—			—
Loss of equity investees for which charges arising from
guarantees are included in fixed charges	—			—			—			—			—			—			—			—
Subtract:
Interest capitalized	(3		)	(3		)	(4		)	(7		)	(4		)	(4		)	(4		)	(4		)
Preference security dividend requirements of
consolidated subsidiaries - pre-tax basis	(74		)	(75		)	(73		)	(73		)	(90		)	(45		)	(62		)	(107		)
Noncontrolling interest of subsidiaries that have not incurred
fixed charges - pre-tax basis	(305		)	(170		)	(94		)	—			—			—			—			—

Earnings as adjusted	$	1,560		$	1,520		$	1,986		$	2,019		$	2,268		$	972		$	900		$	2,196

Fixed Charges (1):
Interest expenses - net of capitalized interest and AFUDC	$	429		$	407		$	420		$	429		$	463		$	228		$	249		$	484
Add: AFUDC	25			27			32			43			42			22			20			40
Interest expenses - net of capitalized interest	454			434			452			472			505			250			269			524
Interest capitalized (2)	3			3			4			7			4			4			4			4
Interest portion of rental expense (3)	9			8			6			13			14			7			8			15
Preferred and preference stock dividend
requirement - pre-tax basis	74			75			73			73			90			45			62			107

Total fixed charges	$	540		$	520		$	535		$	565		$	613		$	306		$	343		$	650

Ratio	2.89			2.92			3.71			3.57			3.70			3.18			2.62			3.38

(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.

Exhibit 12.2



SOUTHERN CALIFORNIA EDISON COMPANY
RATIOS OF EARNINGS TO FIXED CHARGES
(Millions of Dollars)
																6 Months			6 Months			12 Months
																Ended			Ended			Ended
Earnings:	2007			2008			2009			2010			2011			June 30, 2011			June 30, 2012			June 30, 2012
Income from continuing operations
before tax and noncontrolling interest	$	1,400		$	1,246		$	1,620		$	1,532		$	1,745		$	713		$	622		$	1,654
Less: Income from equity investees	—			—			—			—			—			—			—			—
Income from continuing operations before income
from equity investees, tax and noncontrolling interest	1,400			1,246			1,620			1,532			1,745			713			622			1,654
Add:
Fixed charges (see below)	466			445			462			492			523			261			281			543
Amortization of capitalized interest	2			2			2			2			4			2			1			3
Distributed income of equity investees	—			—			—			—			—			—			—			—
Loss of equity investees for which charges arising from
guarantees are included in fixed charges	—			—			—			—			—			—			—			—
Subtract:
Interest capitalized	(3		)	(3		)	(4		)	(7		)	(4		)	(4		)	(4		)	(4		)
Preference security dividend requirements of
consolidated subsidiaries - pre-tax basis	—			—			—			—			—			—			—			—
Noncontrolling interest of subsidiaries that have not incurred
fixed charges - pre-tax basis	(305		)	(170		)	(94		)	—			—			—			—			—

Earnings as adjusted	$	1,560		$	1,520		$	1,986		$	2,019		$	2,268		$	972		$	900		$	2,196

Fixed Charges (1):
Interest expenses - net of capitalized interest and AFUDC	$	429		$	407		$	420		$	429		$	463		$	228		$	249		$	484
Add: AFUDC	25			27			32			43			42			22			20			40
Interest expenses - net of capitalized interest	454			434			452			472			505			250			269			524
Interest capitalized (2)	3			3			4			7			4			4			4			4
Interest portion of rental expense (3)	9			8			6			13			14			7			8			15

Total fixed charges	$	466		$	445		$	462		$	492		$	523		$	261		$	281		$	543

Ratio	3.35			3.42			4.30			4.10			4.34			3.72			3.20			4.04

(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.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 29, 2012 relating to the consolidated financial statements and financial statement schedule, which appears in Southern California Edison Company's Annual Report on Form 10-K for the year ended December 31, 2011. We also consent to the reference to us under the heading “Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Los Angeles, California

August 3, 2012

Exhibit 24.1

SOUTHERN CALIFORNIA EDISON COMPANY

POWER OF ATTORNEY

The undersigned, SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation, and certain of its officers and directors, pursuant to a resolution entitled “Financing Authorizations” adopted December 8, 2011 (the “Resolution”), do each hereby constitute and appoint RUSSELL C. SWARTZ, ROBERT C. BOADA, GEORGE T. TABATA, LINDA G. SULLIVAN, BARBARA E. MATHEWS, PAIGE W. R. WHITE, MICHAEL A. HENRY, DARLA F. FORTE, BONITA J. SMITH, VICTORIA PRIETO and POLLY L. GAULT, or any of them, to act severally as attorney-in-fact, for and in their respective names, places, and steads, and on behalf of Southern California Edison Company, to execute, sign, and file or cause to be filed (i) one or more Registration Statements, and any and all exhibits, amendments, and supplements thereto to be filed by Southern California Edison Company with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or both, one or more series of securities as authorized by the Resolution, and for the further purpose of qualifying under the Trust Indenture Act of 1939, as amended, one or more indentures relating to such securities; and (ii) one or more listing applications and any exhibits, amendments, and supplements thereto, and any other required documents, to be filed by Southern California Edison Company with any stock exchange for the purpose of listing any of such securities; and to take any other actions necessary to comply with the laws, rules, or regulations of any governmental or regulatory entity relating to such securities, granting unto said attorney-in-fact, and each of them, full power and authority to do and perform every act and thing whatsoever necessary or appropriate as fully and

to all intents and purposes as the undersigned or any of them might or could do if personally present, hereby ratifying and approving the acts of each of said attorneys-in-fact.

Executed, as of this 28th day of June, 2012.

SOUTHERN CALIFORNIA EDISON COMPANY

By: /s/ RONALD L. LITZINGER

_________________________________

RONALD L. LITZINGER

President

Attest:

/s/ BARBARA E. MATHEWS

_________________________________

BARBARA E. MATHEWS

Corporate Secretary

Principal Executive Officer and Director:

/s/ RONALD L. LITZINGER

_________________________________ President and Director

RONALD L. LITZINGER

Principal Financial Officer:

/s/ LINDA G. SULLIVAN

_________________________________ Senior Vice President and Chief


LINDA G. SULLIVAN	Financial Officer

Southern California Edison Company

Power Of Attorney

Financing Authorizations Resolution dated December 8, 2011



Controller and Principal Accounting Officer	Vice President and Controller

/s/ CHRIS C. DOMINSKI
CHRIS C. DOMINSKI


Additional Directors:



/s/ JAGJEET S. BINDRA	Director	/s/ LUIS G. NOGALES	Director
JAGJEET S. BINDRA		LUIS G. NOGALES
/s/ VANESSA C.L. CHANG	Director	/s/ RONALD L. OLSON	Director
VANESSA C.L. CHANG		RONALD L. OLSON
/s/ FRANCE A. CÓRDOVA	Director	/s/ RICHARD T. SCHLOSBERG, III	Director
FRANCE A. CÓRDOVA		RICHARD T. SCHLOSBERG, III
/s/ THEODORE F. CRAVER	Director	/s/ THOMAS C. SUTTON	Director
THEODORE F. CRAVER		THOMAS C. SUTTON
/s/ CHARLES B. CURTIS	Director	/s/ PETER J. TAYLOR	Director
CHARLES B. CURTIS		PETER J. TAYLOR
/s/ BRADFORD M. FREEMAN	Director	/s/ BRETT WHITE	Director
BRADFORD M. FREEMAN		BRETT WHITE

Exhibit 25.1

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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2) |__|

___________________________

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)



(Jurisdiction of incorporation if not a U.S. national bank)	95-3571558 (I.R.S. employer identification no.)
400 South Hope Street Suite 400 Los Angeles, California (Address of principal executive offices)	90071 (Zip code)

___________________________

Southern California Edison Company

(Exact name of obligor as specified in its charter)



California (State or other jurisdiction of incorporation or organization)	95-1240335 (I.R.S. employer identification no.)
2244 Walnut Grove Avenue Rosemead, California (Address of principal executive offices)	91770 (Zip code)

___________________________

First and Refunding Mortgage Bonds

(Title of the indenture securities)

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

1. General information. Furnish the following information as to the trustee:


(a)	Name and address of each examining or supervising authority to which it is subject.



Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, DC 20219
Federal Reserve Bank	San Francisco, CA 94105
Federal Deposit Insurance Corporation	Washington, DC 20429

(b)Whether it is authorized to exercise corporate trust powers.

Yes.


2.	Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.


16.	List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).


1.	A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).


2.	A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).


3.	A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

- 2 -


4.	A copy of the existing by laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).


6.	The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).


7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 25 ^th day of July, 2012.



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

	By: /s/ D. G. Donovan
	Name: D.G. Donovan
	Title: Vice President

- 4 -

EXHIBIT 7

Consolidated Report of Condition of

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

of 400 South Hope Street, Suite 400, Los Angeles, CA 90071

At the close of business March 31, 2012, published in accordance with Federal regulatory authority instructions.



ASSETS			Dollar Amounts in Thousands

Cash and balances due from
depository institutions:
	Noninterest-bearing balances
	and currency and coin		802
	Interest-bearing balances		401
Securities:
	Held-to-maturity securities		0
	Available-for-sale securities		622,734
Federal funds sold and securities
	purchased under agreements to resell:
	Federal funds sold		78,500
	Securities purchased under agreements to resell		0
Loans and lease financing receivables:
	Loans and leases held for sale		0
	Loans and leases,
	net of unearned income	0
	LESS: Allowance for loan and
	lease losses	0
	Loans and leases, net of unearned
	income and allowance		0
Trading assets			0
Premises and fixed assets (including
	capitalized leases)		7,193
Other real estate owned			0
Investments in unconsolidated
	subsidiaries and associated
	companies		1
Direct and indirect investments in real estate ventures			0
Intangible assets:
Goodwill			856,313
Other intangible assets			180,552
Other assets			123,965
Total assets			$	1,870,461



LIABILITIES

Deposits:
In domestic offices			504
	Noninterest-bearing	504
	Interest-bearing	0
Not applicable
Federal funds purchased and securities
	sold under agreements to repurchase:
	Federal funds purchased		0
	Securities sold under agreements to repurchase		0
Trading liabilities			0
Other borrowed money:
	(includes mortgage indebtedness
	and obligations under capitalized
	leases)		0
Not applicable
Not applicable
Subordinated notes and debentures			0
Other liabilities			226,926
Total liabilities			227,430
Not applicable
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,000
Surplus (exclude all surplus related to preferred stock)			1,121,520
Not available
Retained earnings			515,960
Accumulated other comprehensive income			4,551
Other equity capital components			0
Not available
Total bank equity capital			1,643,031
Noncontrolling (minority) interests in consolidated subsidiaries			0
Total equity capital			1,643,031
Total liabilities and equity capital			1,870,461

I, Karen Bayz, CFO and Managing Director of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Karen Bayz ) CFO and Managing Director

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Troy Kilpatrick, President )

Frank P. Sulzberger, MD ) Directors (Trustees)

William D. Lindelof, MD )

Exhibit 25.2

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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2) |__|

___________________________

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)



(Jurisdiction of incorporation if not a U.S. national bank)	95-3571558 (I.R.S. employer identification no.)
400 South Hope Street Suite 400 Los Angeles, California (Address of principal executive offices)	90071 (Zip code)

___________________________

Southern California Edison Company

(Exact name of obligor as specified in its charter)



California (State or other jurisdiction of incorporation or organization)	95-1240335 (I.R.S. employer identification no.)
2244 Walnut Grove Avenue Rosemead, California (Address of principal executive offices)	91770 (Zip code)

___________________________

Senior Debt Securities

(Title of the indenture securities)

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

1. General information. Furnish the following information as to the trustee:


(a)	Name and address of each examining or supervising authority to which it is subject.



Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, DC 20219
Federal Reserve Bank	San Francisco, CA 94105
Federal Deposit Insurance Corporation	Washington, DC 20429

(b)Whether it is authorized to exercise corporate trust powers.

Yes.


2.	Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.


16.	List of Exhibits.


1.	A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).


2.	A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).


3.	A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

- 2 -


4.	A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).


6.	The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).


7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -

SIGNATURE



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

	By: /s/ D. G. Donovan
	Name: D.G. Donovan
	Title: Vice President

- 4 -

EXHIBIT 7

Consolidated Report of Condition of

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

of 400 South Hope Street, Suite 400, Los Angeles, CA 90071

At the close of business March 31, 2012, published in accordance with Federal regulatory authority instructions.



ASSETS			Dollar Amounts in Thousands

Cash and balances due from
depository institutions:
	Noninterest-bearing balances
	and currency and coin		802
	Interest-bearing balances		401
Securities:
	Held-to-maturity securities		0
	Available-for-sale securities		622,734
Federal funds sold and securities
	purchased under agreements to resell:
	Federal funds sold		78,500
	Securities purchased under agreements to resell		0
Loans and lease financing receivables:
	Loans and leases held for sale		0
	Loans and leases,
	net of unearned income	0
	LESS: Allowance for loan and
	lease losses	0
	Loans and leases, net of unearned
	income and allowance		0
Trading assets			0
Premises and fixed assets (including
	capitalized leases)		7,193
Other real estate owned			0
Investments in unconsolidated
	subsidiaries and associated
	companies		1
Direct and indirect investments in real estate ventures			0
Intangible assets:
Goodwill			856,313
Other intangible assets			180,552
Other assets			123,965
Total assets			$1,870,461



LIABILITIES

Deposits:
In domestic offices			504
	Noninterest-bearing	504
	Interest-bearing	0
Not applicable
Federal funds purchased and securities
	sold under agreements to repurchase:
	Federal funds purchased		0
	Securities sold under agreements to repurchase		0
Trading liabilities			0
Other borrowed money:
	(includes mortgage indebtedness
	and obligations under capitalized
	leases)		0
Not applicable
Not applicable
Subordinated notes and debentures			0
Other liabilities			226,926
Total liabilities			227,430
Not applicable

EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,000
Surplus (exclude all surplus related to preferred stock)			1,121,520
Not available
Retained earnings			515,960
Accumulated other comprehensive income			4,551
Other equity capital components			0
Not available
Total bank equity capital			1,643,031
Noncontrolling (minority) interests in consolidated subsidiaries			0
Total equity capital			1,643,031
Total liabilities and equity capital			1,870,461

Karen Bayz ) CFO and Managing Director

Troy Kilpatrick, President )

Frank P. Sulzberger, MD ) Directors (Trustees)

William D. Lindelof, MD )

Exhibit 25.3

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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2) |__|

___________________________

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)



(Jurisdiction of incorporation if not a U.S. national bank)	95-3571558 (I.R.S. employer identification no.)
400 South Hope Street Suite 400 Los Angeles, California (Address of principal executive offices)	90071 (Zip code)

___________________________

Southern California Edison Company

(Exact name of obligor as specified in its charter)



California (State or other jurisdiction of incorporation or organization)	95-1240335 (I.R.S. employer identification no.)
2244 Walnut Grove Avenue Rosemead, California (Address of principal executive offices)	91770 (Zip code)

___________________________

Subordinated Debt Securities

(Title of the indenture securities)

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

1. General information. Furnish the following information as to the trustee:


(a)	Name and address of each examining or supervising authority to which it is subject.



Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, DC 20219
Federal Reserve Bank	San Francisco, CA 94105
Federal Deposit Insurance Corporation	Washington, DC 20429

(b)Whether it is authorized to exercise corporate trust powers.

Yes.


2.	Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.


16.	List of Exhibits.


1.	A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).


2.	A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).


3.	A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

- 2 -


4.	A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).


6.	The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).


7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -

SIGNATURE



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

	By: /s/ D. G. Donovan
	Name: D.G. Donovan
	Title: Vice President

- 4 -

EXHIBIT 7

Consolidated Report of Condition of

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

of 400 South Hope Street, Suite 400, Los Angeles, CA 90071

At the close of business March 31, 2012, published in accordance with Federal regulatory authority instructions.



ASSETS			Dollar Amounts in Thousands

Cash and balances due from
depository institutions:
	Noninterest-bearing balances
	and currency and coin		802
	Interest-bearing balances		401
Securities:
	Held-to-maturity securities		0
	Available-for-sale securities		622,734
Federal funds sold and securities
	purchased under agreements to resell:
	Federal funds sold		78,500
	Securities purchased under agreements to resell		0
Loans and lease financing receivables:
	Loans and leases held for sale		0
	Loans and leases,
	net of unearned income	0
	LESS: Allowance for loan and
	lease losses	0
	Loans and leases, net of unearned
	income and allowance		0
Trading assets			0
Premises and fixed assets (including
	capitalized leases)		7,193
Other real estate owned			0
Investments in unconsolidated
	subsidiaries and associated
	companies		1
Direct and indirect investments in real estate ventures			0
Intangible assets:
Goodwill			856,313
Other intangible assets			180,552
Other assets			123,965
Total assets			$1,870,461



LIABILITIES

Deposits:
In domestic offices			504
	Noninterest-bearing	504
	Interest-bearing	0
Not applicable
Federal funds purchased and securities
	sold under agreements to repurchase:
	Federal funds purchased		0
	Securities sold under agreements to repurchase		0
Trading liabilities			0
Other borrowed money:
	(includes mortgage indebtedness
	and obligations under capitalized
	leases)		0
Not applicable
Not applicable
Subordinated notes and debentures			0
Other liabilities			226,926
Total liabilities			227,430
Not applicable

EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,000
Surplus (exclude all surplus related to preferred stock)			1,121,520
Not available
Retained earnings			515,960
Accumulated other comprehensive income			4,551
Other equity capital components			0
Not available
Total bank equity capital			1,643,031
Noncontrolling (minority) interests in consolidated subsidiaries			0
Total equity capital			1,643,031
Total liabilities and equity capital			1,870,461

Karen Bayz ) CFO and Managing Director

Troy Kilpatrick, President )

Frank P. Sulzberger, MD ) Directors (Trustees)

William D. Lindelof, MD )