AMENDMENT TO TRUST AGREEMENT
This Amendment to Trust Agreement (this "Amendment") is entered into as of the 8th day of
December, 2004, among (i) SOUTHERN CALIFORNIA EDISON COMPANY (the "Depositor"), (ii) CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION, a national banking association, as Trustee (the "Delaware Trustee"), and (iii) JPMORGAN
CHASE BANK, N.A., a national banking association, as Trustee (formerly known as JPMORGAN CHASE BANK and THE CHASE
MANHATTAN BANK) (jointly with the Delaware Trustee, the "Trustees") of SCE Trust II (the "Trust").
WHEREAS, the governing instrument of the Trust is the Trust Agreement, dated as of August 22,
2000 (the "Trust Agreement"), between the Depositor and the Trustees; and
WHEREAS, the parties hereto desire to amend the Trust Agreement as set forth herein.
NOW, THEREFORE, the signatories hereto hereby agree as follows:
I. Amendments
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A. The Trust Agreement is hereby amended by deleting all references to "Business Trust
Act" therein and substituting the words "Statutory Trust Act" in lieu thereof. The Trust Agreement is hereby
amended by deleting all references to "business trust" therein and substituting the words "statutory trust" in
lieu thereof.
B. Section 3 of the Trust Agreement is hereby amended by deleting the words "the form" in
the third line thereof and substituting the words "a form" in lieu thereof.
C. Section 9 of the Trust Agreement is hereby amended by adding the following to the end
thereof:
"If the 1933 Act Registration Statement expires or is otherwise terminated, then
the Depositor shall inform the Trustees either that (i) the Trust shall be
dissolved, wound up and terminated and that the Trustees shall execute and file
with the Delaware Secretary of State (at the Depositor's expense) a Certificate of
Cancellation of the Certificate of Trust of the Trust, or (ii) the Trust shall not
be dissolved, wound up and terminated due to the fact that the Trust will, within a
reasonable time period, become registrants in another 1933 Act Registration
Statement relating to Preferred Securities of the Trust."
D. The Trust Agreement is hereby amended by adding a new Section 10 to the Trust
Agreement as follows:
"The Depositor hereby agrees to (i) reimburse the Trustees for all
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reasonable expenses (including reasonable fees and expenses of counsel and other
experts), (ii) indemnify, defend and hold harmless the Trustees and any of the
officers, directors, employees and agents of the Trustees (the "Indemnified
Persons") from and against all losses, damages, liabilities, claims, actions,
suits, costs, expenses, disbursements (including the reasonable fees and expenses
of counsel), taxes and penalties of any kind and nature whatsoever (collectively,
"Expenses"), to the extent that such Expenses arise out of or are imposed upon or
asserted at any time against such Indemnified Persons with respect to the
performance of this Trust Agreement, the creation, operation or termination of the
Trust or the transactions contemplated hereby; provided, that the Depositor shall
not be required to indemnify any Indemnified Person for any Expenses which are a
result of the willful misconduct, bad faith or gross negligence of such Indemnified
Person and (iii) advance to each such Indemnified Person Expenses incurred by such
Indemnified Person in defending any claim, demand, action, suit or proceeding prior
to the final disposition of such claim, demand, action, suit or proceeding upon
receipt by the Depositor of an undertaking, by or on behalf of such Indemnified
Person, to repay such amount if it shall be determined that such Indemnified Person
is not entitled to be indemnified therefor under this Section 10. The obligations
of the Depositor under this Section 10 shall survive the resignation or removal of
either of the Trustees, shall survive the termination, amendment, supplement,
and/or restatement of this Trust Agreement, and shall survive the transfer by the
Depositor of any or all of its interest in the Trust."
II. Miscellaneous
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A. This Amendment may be executed in one or more counterparts, each of which will be
deemed an original, but all of which together will constitute one and the same instrument.
B. Except to the extent modified hereby, the Trust Agreement shall remain in full force
and effect.
C. This Amendment shall be binding upon, and shall inure to the benefit of, the
signatories hereto and their respective successors and assigns.
D. This Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware, without regard to conflicts of laws principles.
Capitalized terms used herein and not otherwise defined are used as defined in the Trust
Agreement.
[Signatures on next page]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and
year first above written.
SOUTHERN CALIFORNIA EDISON COMPANY, as Depositor
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Assistant Treasurer
JPMORGAN CHASE BANK, N.A., as Trustee
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, as Trustee
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President
