TRUST AGREEMENT
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This TRUST AGREEMENT, dated as of December 8, 2004 (this "Trust Agreement"), is among (i) SOUTHERN
CALIFORNIA EDISON COMPANY, a California corporation, as Depositor (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 (jointly with the Delaware Trustee, the
"Trustees"). The Depositor and the Trustees hereby agree as follows:
1. The trust created hereby (the "Trust") shall be known as "SCE Trust III" in which name the Trustees, or
the Depositor to the extent provided herein, may engage in the transactions contemplated hereby, make and execute
contracts, and xxx and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to the Trust the sum of $10, which amount
shall constitute the initial trust estate. It is the intention of the parties hereto that the Trust created
hereby constitutes a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.ss.3801, et
seq. (the "Statutory Trust Act"), and that this document constitutes the governing instrument of the Trust. The
Trustees are hereby authorized and directed to execute and file a certificate of trust with the Delaware
Secretary of State in accordance with the provisions of the Statutory Trust Act.
3. The Depositor, the Trustees and certain other trustees to be hereafter appointed will enter into an
amended and restated Trust Agreement, satisfactory to each such party and substantially in a form included as an
exhibit to the 1933 Act Registration Statement (as defined below), to provide for the contemplated operation of
the Trust created hereby and the issuance of the Preferred Securities and Common Securities referred to therein.
Prior to the execution and delivery of such amended and restated Trust Agreement, the Trustees shall not have any
duty or obligation hereunder or with respect to the trust estate, except as otherwise required by applicable law
or as may be necessary to obtain prior to such execution and delivery any licenses, consents or approvals
required by applicable law or otherwise.
4. The Depositor and the Trustees hereby authorize and direct the Depositor, as the Depositor of the Trust,
(i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of
the Trust, (a) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any
pre-effective or post-effective amendments to the 1933 Act Registration Statement, relating to the registration
under the Securities Act of 1933, as amended (the "1933 Act"), of the Preferred Securities of the Trust and
certain other securities, (b) any Prospectus or Preliminary Prospectus relating to the Preferred Securities
required to be filed under the 1933 Act, and (c) a Registration Statement on Form 8-A (the "1934 Act Registration
Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of
the Preferred Securities of the Trust under the Securities Exchange Act of 1934, as amended; (ii) to file with
the New York Stock Exchange or any other national stock exchange or The Nasdaq National Market (each, an
"Exchange") and execute on behalf of the Trust one or more listing applications and all other applications,
statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the
Preferred Securities to be listed on any of the Exchanges; (iii) to file and execute on behalf of the Trust such
applications, reports, surety bonds, irrevocable consents, appointments
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of attorney for service of process and other papers and documents as shall be necessary or desirable to register
the Preferred Securities under the securities or blue sky laws of such jurisdictions as the Depositor, on behalf
of the Trust, may deem necessary or desirable and (iv) to execute on behalf of the Trust an Underwriting
Agreement relating to the Preferred Securities, among the Trust, the Depositor, and the several Underwriters
named therein. In connection with the filings referred to above, the Depositor hereby constitutes and appoints
Xxxx X. Xxxxxxx, Xxxxxx X. Xxxxxx, and Xxxxxxx X. Xxxxxxx, as its true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and
stead, in its capacity as Depositor of the Trust, to sign any and all amendments (including post-effective
amendments) to the 1933 Act Registration Statement and the 1934 Act Registration Statement and to file the same,
with all exhibits thereto, and any other documents in connection therewith, with the Commission, each Exchange
and any administrators of state securities or blue sky laws, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective
substitute or substitutes, shall do or cause to be done by virtue hereof.
5. This Trust Agreement may be executed in one or more counterparts.
6. The number of Trustees initially shall be two (2) and thereafter the number of Trustees shall be such
number as shall be fixed from time to time by a written instrument signed by the Depositor which may increase or
decrease the number of Trustees; provided, however, that to the extent required by the Statutory Trust Act, one
Trustee shall either be a natural person who is a resident of the State of Delaware or, 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 Delaware law. Subject to the foregoing, the Depositor is entitled to appoint or remove without
cause any Trustee at any time. The Trustees may resign upon thirty (30) days' prior notice to the Depositor.
7. This Trust Agreement shall be governed by, and construed in accordance with, the laws of the State of
Delaware (without regard to conflict of laws principles).
8. The Delaware Trustee shall not have any of the powers or duties of the Trustees set forth herein, except
as required under the Statutory Trust Act. The Delaware Trustee shall be a Trustee hereunder for the sole and
limited purpose of fulfilling the requirements ofss.3807(a) of the Statutory Trust Act.
9. The Trust may be dissolved and terminated before the issuance of the Preferred Securities at the
election of the Depositor. 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.
10. 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
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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.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement 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
