SOUTHERN CALIFORNIA EDISON 8K Other Events | SCE-PN 1 Oct 13

Exhibit 4.2

CERTIFICATE AS TO ACTIONS TAKEN BY OFFICER

OF SOUTHERN CALIFORNIA EDISON COMPANY

Adopted September 25, 2013



RE:	CREATION AND ISSUANCE OF THREE NEW SERIES
	OF FIRST AND REFUNDING MORTGAGE BONDS

WHEREAS, by resolutions adopted on December 8, 2011 and December 13, 2012, each entitled “Resolution Re: Financing Authorization,” the Board of Directors of this corporation delegated to the undersigned officer the authority to authorize and create an additional bonded indebtedness of this corporation to be represented by new series of its First and Refunding Mortgage Bonds, Series 2013B (the “Series 2013B Bonds”), Series 2013C (the “Series 2013C Bonds”) and Series 2013D (the “Series 2013D Bonds”) (collectively, the “New Bonds”), and take all other actions necessary to create the New Bonds and cause the New Bonds to be issued, sold, and delivered;

NOW, THEREFORE, BE IT RESOLVED, that pursuant to the resolutions and the Trust Indenture dated as of October 1, 1923, between this corporation and The Bank of New York Mellon Trust Company, N.A. (successor to Harris Trust and Savings Bank) and D. G. Donovan (successor to Pacific-Southwest Trust & Savings Bank), as Trustees, as amended and supplemented, including as supplemented or proposed to be supplemented by the One Hundred Thirtieth Supplemental Indenture (the “Supplemental Indenture” and collectively, the “Trust Indenture”), the undersigned officer hereby executes and delivers this certificate and takes the actions set forth herein.

BE IT FURTHER RESOLVED, that the undersigned officer hereby authorizes and creates an authorized bonded indebtedness of this corporation in the initial aggregate

principal amount of $1,600,000,000, which shall be an increase of, and in addition to, all presently existing authorized bonded indebtedness of this corporation, and which shall be represented by the New Bonds.

BE IT FURTHER RESOLVED, that the President or any Vice President and the Secretary or any Assistant Secretary of this corporation are authorized and directed, pursuant to the provisions of Section 1 of Article Two of the Trust Indenture, to sign and present to The Bank of New York Mellon Trust Company, N.A., as Trustee, a certificate stating that the authorized bonded indebtedness of this corporation has been so increased.

BE IT FURTHER RESOLVED, that each of the Chairman of the Board, the Chief Executive Officer, the President, the Senior Vice President and Chief Financial Officer, the Vice President and Treasurer, or any Assistant Treasurer, or any of them acting alone, is authorized and directed to execute and deliver the Supplemental Indenture, in such form as the officer acting may approve, such approval to be evidenced by the execution thereof, and to cause this corporation to perform all of its obligations under the Supplemental Indenture.

BE IT FURTHER RESOLVED, that, subject to the execution and delivery of the Supplemental Indenture, the Series 2013B Bonds, to be issued under and secured by the Trust Indenture, are hereby created in the initial aggregate principal amount of $200,000,000, and the Series 2013B Bonds are hereby designated as “Floating Rate First and Refunding Mortgage Bonds, Series 2013B, Due 2014”; the Series 2013B Bonds shall be dated as of their date of issuance, shall mature on October 1, 2014, and shall bear interest from October 2, 2013, at a floating rate of three-month LIBOR plus 5 basis points on the principal amount thereof, payable on January 1, 2014 , April 1, 2014, July 1, 2014 and at maturity; the principal of and premium, if any, and interest on the Series 2013B Bonds shall be payable at the offices of The Bank of New

York Mellon Trust Company, N.A., in Chicago, Illinois, or at such other agency or agencies as may be designated by this corporation; all principal, premium, if any, and interest shall be payable in such coin or currency of the United States of America as at the time of payment shall be legal tender for public and private debts; the Series 2013B Bonds shall be transferable only on the books of this corporation at the places designated above for the payment of the principal of and premium, if any, and interest on the Series 2013B Bonds, or at such other agency or agencies as may be designated by this corporation; the Series 2013B Bonds shall be redeemable, at the option of this corporation, in whole or in part, in the manner set forth in the form of definitive Series 2013B Bond set forth below; the Series 2013B Bonds shall be issuable only as fully registered bonds, without coupons, in denominations of $1,000 and integral multiples of $1,000 in excess thereof; the definitive Series 2013B Bonds shall be numbered from R-1 upward; and the definitive Series 2013B Bonds, and the Certificate of Authentication to be endorsed upon each of the Series 2013B Bonds, shall be substantially in the following form with such legends thereon and changes therein as may be deemed necessary or appropriate by the officer or officers executing the same, and the blanks therein to be properly filled:

(Form of Definitive Series 2013B Bond)

SOUTHERN CALIFORNIA EDISON COMPANY

First and Refunding Mortgage Bonds, Series 2013B, Due 2014

No. ____ $_____________

SOUTHERN CALIFORNIA EDISON COMPANY, a corporation organized and existing under and by virtue of the laws of the State of California (hereinafter called the “Company”), for value received, hereby promises to pay to _____________________, the registered owner hereof, the principal sum of $200,000,000 on October 1, 2014, and to pay interest on the unpaid principal amount hereof to the registered owner hereof from October 2, 2013, until said principal sum shall be paid, at a floating interest rate as determined below, payable on January 1, 2014, April 1, 2014, July 1, 2014 and at maturity. Such interest shall be paid to the person in whose name this Bond is registered at the close of business on (1) the business day immediately

preceding the interest payment date if this Bond is in book-entry only form, or (2) the 15^th calendar day before each interest payment date if this Bond is not in book-entry only form.

The amount of interest payable for any period will be computed on the basis of the actual number of days elapsed in an interest period and a 360-day year. An interest period is the period commencing on an interest payment date for each interest period, or on the issue date in the case of the initial interest period, and ending on the date preceding the next interest payment date, or maturity in the case of the final interest period. The “determination date” will be the second London Business Day (as defined below) immediately preceding the applicable interest period.

The Series 2013B Bonds will bear interest at an annual rate equal to three-month LIBOR, determined as described below, plus 0.05%. For the initial interest period, the rate will be determined on September 30, 2013. The interest rate for each subsequent interest period will be reset quarterly on each interest payment date.

The calculation agent initially will be The Bank of New York Mellon Trust Company, N.A. LIBOR will be determined by the calculation agent as of the applicable determination date in accordance with the following provisions:



	(1)	LIBOR will be determined on the basis of the offered rates (expressed as a percentage) for deposits in U.S. dollars of not less than U.S. $1,000,000 having a three-month maturity, beginning on the first day of that interest period, which appears on Reuters Screen LIBOR01 (as defined below) at approximately 11:00 a.m., London time, on that determination date. If no rate appears on Reuters Screen LIBOR01, LIBOR for such determination date will be determined in accordance with the provisions of paragraph (2) below.



	(2)	With respect to a determination date on which no rate appears on Reuters Screen LIBOR01 as specified in (1) above, the calculation agent will request the principal London offices of each of four major reference banks (which may include an affiliate of the underwriters) in the London interbank market selected by the calculation agent (after consultation with us) to provide the calculation agent with a quotation of the rate at which deposits of U.S. dollars having a three-month maturity, beginning on the first day of that interest period, are offered by it to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that determination date in a principal amount equal to an amount of not less than U.S. $1,000,000 that is representative for a single transaction in that market at that time. If at least two quotations are provided, LIBOR for that determination date will be the arithmetic mean of the quotations as calculated by the calculation agent. If fewer than two quotations are provided, LIBOR for that determination date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., New York City time, on that determination date by three major banks in New York City selected by the calculation agent (after consultation with us) for loans in U.S. dollars to leading European banks having a three-month maturity, beginning on the first day of that interest period, and in a principal amount equal to an amount of not less than U.S. $1,000,000 that is representative for a single transaction in that market at that time; provided, however, that if the banks selected by the calculation agent are not quoting the




		rates described in this sentence, LIBOR for that determination date will be the same as LIBOR determined on the preceding determination date, or in the case of the first determination date, 0.2476%.

“Reuters Screen LIBOR01” means the display designated on page “LIBOR01” on Reuters (or such other page as may replace the LIBOR01 page on that service or any successor service for the purpose of displaying London interbank offered rates for U.S. dollar deposits of major banks).

All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards).

If the date of maturity of the Series 2013B Bonds falls on a day that is not a LIBOR Business Day (as defined below), the related payment of principal and interest will be made on the next LIBOR Business Day as if it were made on the date that payment was due, and no interest will accrue with respect to such postponement. If any interest payment date (other than at maturity) falls on a day that is not a LIBOR Business Day, that interest payment date will be postponed to the next LIBOR Business Day, except that if that LIBOR Business Day is in the next calendar month, that interest payment date will be the immediately preceding LIBOR Business Day.

“LIBOR Business Day” means any day other than Saturday or Sunday or a day on which banking institutions or trust companies in the City of New York are required or authorized to close and that is also a London Business Day.

“London Business Day” means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

The principal of and interest on this Bond are payable at the offices of The Bank of New York Mellon Trust Company, N.A., as Trustee, in Chicago, Illinois, or at such other agency or agencies as may be designated by the Company, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts.

This Bond is one of a series, designated as “Series 2013B, Due 2014,” of a duly authorized issue of bonds of the Company, known as its “First and Refunding Mortgage Bonds,” issued and to be issued in one or more series under and all equally and ratably secured by a Trust Indenture dated as of October 1, 1923, and indentures supplemental thereto, including the One Hundred Thirtieth Supplemental Indenture, dated as of September 27, 2013, which have been duly executed, acknowledged and delivered by the Company to The Bank of New York Mellon Trust Company, N.A. and D. G. Donovan, or one of their predecessors, as Trustees, to which original indenture and indentures supplemental thereto (collectively, the “Trust Indenture”) reference is hereby made for a description of the property, rights and franchises thereby mortgaged and pledged, the nature and extent of the security thereby created, the rights of the

holders of this Bond and of the Trustees in respect of such security, and the terms, restrictions and conditions upon which the bonds are issued and secured.

This Bond may not be redeemed prior to its stated maturity.

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

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

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

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

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

IN WITNESS WHEREOF, Southern California Edison Company has caused this Bond to be executed in its name by its President or one of its Vice Presidents and its corporate seal to be hereto affixed and attested by its Secretary or one of its Assistant Secretaries, as of October __, 2013, such execution and attestation to be by manual or facsimile signatures.



		SOUTHERN CALIFORNIA EDISON COMPANY
ATTEST: ______________________		By: ___________________________
[Assistant] Secretary		[Vice] President

(Form of Certificate of Authentication for all Series 2013B Bonds)

Trustee’s Certificate

This is to certify that this Bond is one of the Bonds, of the series designated therein, described and referred to in the Trust Indenture within mentioned.

THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A., TRUSTEE

By _________________________________

[Authorized Agent]

(End of Form of Series 2013B Bond)

BE IT FURTHER RESOLVED, that, subject to the execution and delivery of the Supplemental Indenture, the Series 2013C Bonds, to be issued under and secured by the Trust Indenture, are hereby created in the initial aggregate principal amount of $600,000,000, and the Series 2013C Bonds are hereby designated as “First and Refunding Mortgage Bonds, Series 2013C, Due 2023”; the Series 2013C Bonds shall be dated as of their date of issuance, shall mature on October 1, 2023, and shall bear interest from October 2, 2013, at the rate of 3.50% per annum on the principal amount thereof, payable semiannually on April 1 and October 1 of each year; the principal of and premium, if any, and interest on the Series 2013C Bonds shall be payable at the offices of The Bank of New York Mellon Trust Company, N.A., in Chicago,

Illinois, or at such other agency or agencies as may be designated by this corporation; all principal, premium, if any, and interest shall be payable in such coin or currency of the United States of America as at the time of payment shall be legal tender for public and private debts; the Series 2013C Bonds shall be transferable only on the books of this corporation at the places designated above for the payment of the principal of and premium, if any, and interest on the Series 2013C Bonds, or at such other agency or agencies as may be designated by this corporation; the Series 2013C Bonds shall be redeemable, at the option of this corporation, in whole or in part, in the manner set forth in the form of definitive Series 2013C Bond set forth below; the Series 2013C Bonds shall be issuable only as fully registered bonds, without coupons, in denominations of $1,000 and integral multiples of $1,000 in excess thereof; the definitive Series 2013C Bonds shall be numbered from R-1 upward; and the definitive Series 2013C Bonds, and the Certificate of Authentication to be endorsed upon each of the Series 2013C Bonds, shall be substantially in the following form with such legends thereon and changes therein as may be deemed necessary or appropriate by the officer or officers executing the same, and the blanks therein to be properly filled:

(Form of Definitive Series 2013C Bond)

SOUTHERN CALIFORNIA EDISON COMPANY

First and Refunding Mortgage Bonds, Series 2013C, Due 2023

No. ____ $_____________

SOUTHERN CALIFORNIA EDISON COMPANY, a corporation organized and existing under and by virtue of the laws of the State of California (hereinafter called the “Company”), for value received, hereby promises to pay to _____________________, the registered owner hereof, the principal sum of $600,000,000 on October 1, 2023, and to pay interest on the unpaid principal amount hereof to the registered owner hereof from October 2,2013, until said principal sum shall be paid, at the rate of 3.50% per annum, payable semi-annually on April 1 and October 1 of each year, beginning April 1, 2014. Such interest shall be paid to the person in whose name this Bond is registered at the close of business on (1) the business day immediately

preceding the interest payment date if this Bond is in book-entry only form, or (2) the 15^th calendar day before each interest payment date if this Bond is not in book-entry only form.

The amount of interest payable for any interest period will be computed on the basis of a 360-day year consisting of twelve 30-day months.

If the date of maturity or any interest payment date of the Series 2013C Bonds falls on a day that is not a business day, the related payment of principal and/or interest will be made on the next business day as if it were made on the date that payment was due, and no interest will accrue with respect to such postponement.

This Bond is one of a series, designated as “Series 2013C, Due 2023,” of a duly authorized issue of bonds of the Company, known as its “First and Refunding Mortgage Bonds,” issued and to be issued in one or more series under and all equally and ratably secured by a Trust Indenture dated as of October 1, 1923, and indentures supplemental thereto, including the One Hundred Thirtieth Supplemental Indenture, dated as of September 27, 2013, which have been duly executed, acknowledged and delivered by the Company to The Bank of New York Mellon Trust Company, N.A. and D. G. Donovan, or one of their predecessors, as Trustees, to which original indenture and indentures supplemental thereto (collectively, the “Trust Indenture”) reference is hereby made for a description of the property, rights and franchises thereby mortgaged and pledged, the nature and extent of the security thereby created, the rights of the holders of this Bond and of the Trustees in respect of such security, and the terms, restrictions and conditions upon which the bonds are issued and secured.

This Bond may be redeemed, in whole or in part, at the option of the Company, at any time prior to its maturity, after notice given in writing (including by facsimile transmission) to the registered owner hereof at the last address shown on the registry books of the Company, by the Company or The Bank of New York Mellon Trust Company, N.A., as Trustee, at least 30 days, but not more than 60 days, before the date fixed for redemption, at a redemption price equal to (a) if the date fixed for redemption is before July 1, 2023, the greater of (1) the principal amount redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (excluding any interest accrued from the immediately preceding interest payment date to the date fixed for redemption) on this Bond being redeemed, discounted to the date fixed for redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 15 basis points, plus in each case accrued and unpaid interest to the date fixed for redemption and (b) if the date fixed for redemption is on or after July 1, 2023, 100 percent of the principal amount of the series 2013C Bonds being redeemed plus accrued and unpaid interest thereon to but excluding the date of redemption.

“Treasury Yield” means, for any date fixed for redemption, (1) the yield for the maturity corresponding to the Comparable Treasury Issue (as defined below), under the heading that

represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” provided, that if no maturity is within three months before or after the applicable stated maturity date for any of the bonds being redeemed the yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Yield shall be interpolated or extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if the release referred to in (1) (or any successor release) is not published during the week preceding the calculation date or does not contain the yields referred to above, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the date fixed for redemption. The Treasury Yield will be calculated on the third business day preceding the redemption date.

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

“Comparable Treasury Price” means, for any date fixed for redemption, the average Reference Treasury Dealer Quotations for the date fixed for redemption, after excluding the highest and lowest such Reference Treasury Dealer Quotations.

“Independent Investment Banker” means either Barclays Capital Inc. (“Barclays”) or J.P. Morgan Securities LLC or its successor, as applicable or, if such firm or its successor is unwilling or unable to select the Comparable Treasury Issue, one of the remaining Reference Treasury Dealers appointed by us.

“Reference Treasury Dealer” means (1) Barclays, J.P. Morgan Securities LLC, BNP Paribas Securities Corp. and RBS Securities Inc. (a “Primary Treasury Dealer”); provided, however, that if any of the foregoing, or any of their designees, ceases to be a Primary Treasury Dealer, we will appoint another Primary Treasury Dealer as a substitute, and (2) any other Primary Treasury Dealer selected by us.

“Reference Treasury Dealer Quotations” means, for each Reference Treasury Dealer and any date fixed for redemption, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by the Reference Treasury Dealer at 5:00 p.m. New York City time on the third business day preceding the date fixed for redemption.

If the Company elects to redeem fewer than all the Series 2013C Bonds, The Bank of New York Mellon Trust Company, N.A., as Trustee, will select the particular bonds to be redeemed on a pro rata basis, by lot or by such other method of random selection, if any, that The Bank of New York Mellon Trust Company, N.A., as Trustee, deems fair and appropriate; provided, however, that as long as this Bond is held with a depositary, any such selection shall be in accordance with such depositary’s applicable procedures. Any notice of redemption, at the Company’s option, may state that the redemption will be conditional upon receipt by the paying agent, on or prior to the date fixed for the redemption, of money sufficient to pay the principal of and premium, if any, and interest, if any, on the Series 2013C Bonds to be redeemed and that if the money has not been so received, the notice will be of no force and effect and the Company will not be required to redeem this Bond.

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



		SOUTHERN CALIFORNIA EDISON COMPANY
ATTEST: ______________________		By: ___________________________
[Assistant] Secretary		[Vice] President

(Form of Certificate of Authentication for all Series 2013C Bonds)

Trustee’s Certificate

This is to certify that this Bond is one of the Bonds, of the series designated therein, described and referred to in the Trust Indenture within mentioned.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., TRUSTEE

By _________________________________

[Authorized Agent]

(End of Form of Series 2013C Bond)

BE IT FURTHER RESOLVED, that, subject to the execution and delivery of the Supplemental Indenture, the Series 2013D Bonds, to be issued under and secured by the Trust Indenture, are hereby created in the initial aggregate principal amount of $800,000,000, and the Series 2013D Bonds are hereby designated as “First and Refunding Mortgage Bonds, Series 2013D, Due 2043”; the Series 2013D Bonds shall be dated as of their date of issuance, shall mature on October 1, 2043, and shall bear interest from October 2, 2013, at the rate of 4.65% per annum on the principal amount thereof, payable semiannually on April 1 and October 1 of each

year; the principal of and premium, if any, and interest on the Series 2013D Bonds shall be payable at the offices of The Bank of New York Mellon Trust Company, N.A., in Chicago, Illinois, or at such other agency or agencies as may be designated by this corporation; all principal, premium, if any, and interest shall be payable in such coin or currency of the United States of America as at the time of payment shall be legal tender for public and private debts; the Series 2013D Bonds shall be transferable only on the books of this corporation at the places designated above for the payment of the principal of and premium, if any, and interest on the Series 2013D Bonds, or at such other agency or agencies as may be designated by this corporation; the Series 2013D Bonds shall be redeemable, at the option of this corporation, in whole or in part, in the manner set forth in the form of definitive Series 2013D Bond set forth below; the Series 2013D Bonds shall be issuable only as fully registered bonds, without coupons, in denominations of $1,000 and integral multiples of $1,000 in excess thereof; the definitive New Bonds shall be numbered from R-1 upward; and the definitive Series 2013D Bonds, and the Certificate of Authentication to be endorsed upon each of the Series 2013D Bonds, shall be substantially in the following form with such legends thereon and changes therein as may be deemed necessary or appropriate by the officer or officers executing the same, and the blanks therein to be properly filled:

(Form of Definitive Series 2013D Bond)

SOUTHERN CALIFORNIA EDISON COMPANY

First and Refunding Mortgage Bonds, Series 2013D, Due 2043

No. ____ $_____________

sum shall be paid, at the rate of 4.65% per annum, payable semi-annually on April 1 and October 1 of each year, beginning April 1, 2014. Such interest shall be paid to the person in whose name this Bond is registered at the close of business on (1) the business day immediately preceding the interest payment date if this Bond is in book-entry only form, or (2) the 15^th calendar day before each interest payment date if this Bond is not in book-entry only form.

The amount of interest payable for any interest period will be computed on the basis of a 360-day year consisting of twelve 30-day months.

If the date of maturity or any interest payment date of the Series 2013D Bonds falls on a day that is not a business day, the related payment of principal and/or interest will be made on the next business day as if it were made on the date that payment was due, and no interest will accrue with respect to such postponement.

This Bond is one of a series, designated as “Series 2013D, Due 2043,” of a duly authorized issue of bonds of the Company, known as its “First and Refunding Mortgage Bonds,” issued and to be issued in one or more series under and all equally and ratably secured by a Trust Indenture dated as of October 1, 1923, and indentures supplemental thereto, including the One Hundred Thirtieth Supplemental Indenture, dated as of September 27, 2013, which have been duly executed, acknowledged and delivered by the Company to The Bank of New York Mellon Trust Company, N.A. and D. G. Donovan, or one of their predecessors, as Trustees, to which original indenture and indentures supplemental thereto (collectively, the “Trust Indenture”) reference is hereby made for a description of the property, rights and franchises thereby mortgaged and pledged, the nature and extent of the security thereby created, the rights of the holders of this Bond and of the Trustees in respect of such security, and the terms, restrictions and conditions upon which the bonds are issued and secured.

This Bond may be redeemed, in whole or in part, at the option of the Company, at any time prior to its maturity, after notice given in writing (including by facsimile transmission) to the registered owner hereof at the last address shown on the registry books of the Company, by the Company or The Bank of New York Mellon Trust Company, N.A., as Trustee, at least 30 days, but not more than 60 days, before the date fixed for redemption, at a redemption price equal to (a) if the date fixed for redemption is before April 1, 2043, the greater of (1) the principal amount redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (excluding any interest accrued from the immediately preceding interest payment date to the date fixed for redemption) on this Bond being redeemed, discounted to the date fixed for redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 15 basis points, plus in each case accrued and unpaid interest to the date fixed for redemption and (b) if the date fixed for redemption is on or after April 1, 2043, 100 percent of the principal amount of the series 2013D

Bonds being redeemed plus accrued and unpaid interest thereon to but excluding the date of redemption.

“Treasury Yield” means, for any date fixed for redemption, (1) the yield for the maturity corresponding to the Comparable Treasury Issue (as defined below), under the heading that represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” provided, that if no maturity is within three months before or after the applicable stated maturity date for any of the bonds being redeemed the yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Yield shall be interpolated or extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if the release referred to in (1) (or any successor release) is not published during the week preceding the calculation date or does not contain the yields referred to above, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the date fixed for redemption. The Treasury Yield will be calculated on the third business day preceding the redemption date.

a percentage of its principal amount) quoted in writing to the Independent Investment Banker by the Reference Treasury Dealer at 5:00 p.m. New York City time on the third business day preceding the date fixed for redemption.

If the Company elects to redeem fewer than all the Series 2013D Bonds, The Bank of New York Mellon Trust Company, N.A., as Trustee, will select the particular bonds to be redeemed on a pro rata basis, by lot or by such other method of random selection, if any, that The Bank of New York Mellon Trust Company, N.A., as Trustee, deems fair and appropriate; provided, however, that as long as this Bond is held with a depositary, any such selection shall be in accordance with such depositary’s applicable procedures.

Any notice of redemption, at the Company’s option, may state that the redemption will be conditional upon receipt by the paying agent, on or prior to the date fixed for the redemption, of money sufficient to pay the principal of and premium, if any, and interest, if any, on the Series 2013D Bonds to be redeemed and that if the money has not been so received, the notice will be of no force and effect and the Company will not be required to redeem this Bond.

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

statue or constitution, or by the enforcement of any assessment or penalty, or because of any representation or inference arising from the capitalization of the Company or of such predecessor or successor company, or otherwise; all such liability being, by the acceptance hereof and as a part of the consideration for the issue hereof, expressly released.



		SOUTHERN CALIFORNIA EDISON COMPANY
ATTEST: ______________________		By: ___________________________
[Assistant] Secretary		[Vice] President

(Form of Certificate of Authentication for all Series 2013D Bonds)

Trustee’s Certificate

This is to certify that this Bond is one of the Bonds, of the series designated therein, described and referred to in the Trust Indenture within mentioned.

THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A., TRUSTEE

By _________________________________

[Authorized Agent]

(End of Form of Series 2013D Bond)

BE IT FURTHER RESOLVED, that New Bonds need not be issued at the same time and such series may be reopened at any time, without notice to, or the consent of, any then-existing holder or holders of any New Bonds, for issuances of additional New Bonds in an unlimited principal amount; and any such additional New Bonds will have the same interest rate,

maturity and other terms as those initially issued, except for payment of interest accruing prior to the original issue date of such additional New Bonds and, if applicable, for the first interest payment date following such original issue date.

BE IT FURTHER RESOLVED, that pursuant to the Trust Indenture, as in effect following due execution and delivery of the Supplemental Indenture, the President or any Vice President and the Secretary or any Assistant Secretary of this corporation are authorized and directed, for and in the name and on behalf of this corporation and under its corporate seal (which seal may be either impressed, printed, lithographed or engraved thereon), to execute (which execution may be by a facsimile signature) and to deliver the New Bonds to The Bank of New York Mellon Trust Company, N.A., as Trustee, for authentication in temporary and/or definitive form, and in such aggregate principal amount up to $1,600,000,000 as the President or any Vice President and the Secretary or any Assistant Secretary of this corporation shall in their absolute discretion determine.

BE IT FURTHER RESOLVED, that the President or any Vice President and the Secretary or any Assistant Secretary of this corporation are authorized and directed for and in the name and on behalf of this corporation and under its corporate seal, to execute and to deliver to The Bank of New York Mellon Trust Company, N.A., as Trustee, the written order of this corporation for the authentication and delivery of the New Bonds pursuant to such sections of Article Two of the Trust Indenture as the officers acting may determine.

BE IT FURTHER RESOLVED, that the Secretary or any Assistant Secretary of this corporation is hereby authorized and directed to deliver to, and file with, The Bank of New York Mellon Trust Company, N.A., as Trustee, a copy of the this certificate of actions taken, certified by the Secretary or any Assistant Secretary of this corporation.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first written above.

/s/ George T. Tabata

__________________________________

George T. Tabata

Assistant Treasurer

Southern California Edison Company

SOUTHERN CALIFORNIA EDISON (SCE-PN) 8-KOther Events