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:
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"The Depositor hereby agrees to (i) reimburse the Trustees for all 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
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