CERTIFICATE AS TO ACTIONS TAKEN BY OFFICER
OF SOUTHERN CALIFORNIA EDISON COMPANY
Adopted June 20, 2005
RE: CREATION AND ISSUANCE OF NEW SERIES
OF FIRST AND REFUNDING MORTGAGE BONDS
WHEREAS, by a resolution adopted on November 18, 2004, entitled "Resolution Re: Financing Plans," 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 in the aggregate principal amount of $350,000,000 to be represented by a new series of its First and
Refunding Mortgage Bonds, Series 2005E (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 that resolution and the Trust Indenture dated as of October 1,
1923, between this corporation and The Bank of New York Trust Company, N.A. (successor to The Bank of New York, which was 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 Ninth Supplemental Indenture
(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 aggregate principal amount of $350,000,000, which shall be an increase of, and in
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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 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 One Hundred Ninth 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 One Hundred Ninth Supplemental Indenture.
BE IT FURTHER RESOLVED, that, subject to the execution and delivery of the One Hundred Ninth Supplemental Indenture,
the New Bonds, to be issued under and secured by the Trust Indenture, are hereby created in the aggregate principal amount of
$350,000,000, and the New Bonds are hereby designated as "First and Refunding Mortgage Bonds, Series 2005E, Due 2035;" the New Bonds
shall be dated as of their date of issuance, shall mature on July 15, 2035, and shall bear interest from June 27, 2005, at the rate
of 5.35% per annum on the principal amount thereof, payable semiannually on January 15 and July 15 of each year; the principal of
and premium, if
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any, and interest on the New Bonds shall be payable at the offices of The Bank of New York 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 New 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 New Bonds, or at such other agency or agencies as may be
designated by this corporation; the New 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 New Bond set forth below; the New 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 New Bonds, and the Certificate of Authentication to be endorsed upon each of the New
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 2005E Bond)
SOUTHERN CALIFORNIA EDISON COMPANY
First and Refunding Mortgage Bonds, Series 2005E, Due 2035
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 $_______________ on July 15, 2035, and to pay interest on the unpaid
principal amount hereof to the registered owner hereof
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from June 27, 2005, until said principal sum shall be paid, at the rate of 5.35% per annum, payable semiannually on January 15 and
July 15 in each year, beginning on January 15, 2006. 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 15th calendar day before each interest payment date if this Bond is not in book-entry only form.
The principal of and interest on this Bond are payable at the offices of The Bank of New York 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 2005E, Due 2035," 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 Ninth
Supplemental Indenture, dated as of June 20, 2005, which have been duly executed, acknowledged and delivered by the Company to The
Bank of New York 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 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 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 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 20 basis points, plus in each case accrued and unpaid interest to the date fixed for redemption.
"Treasury Yield" means, for any date fixed for redemption, 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.
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"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 this Bond 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 this Bond.
"Comparable Treasury Price" means, for any date fixed for redemption, (1) the average of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding the
date fixed for redemption, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (2) if that release (or any
successor release) is not published or does not contain those prices on that business day, (A) the average of the Reference Treasury
Dealer Quotations for the date fixed for redemption, or (B) if the Independent Investment Banker obtains fewer than four Reference
Treasury Dealer Quotations, the average of all of the Quotations.
"Independent Investment Banker" means Citigroup Global Markets Inc. ("Citigroup") or its successor 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 The Bank of New York Trust Company, N.A., as Trustee, after consultation with the Company.
"Reference Treasury Dealer" means (1) Citigroup and J.P. Morgan Securities Inc. ("JPMorgan") and any other primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer") designated by, and not affiliated with Citigroup or
JPMorgan or their successors, provided, however, that if Citigroup or JPMorgan, or any of their designees, ceases to be a Primary
Treasury Dealer, the Company will appoint another Primary Treasury Dealer as a substitute, and (2) any other Primary Treasury Dealer
selected by the Company.
"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. on the third business day preceding the date fixed for redemption.
If the Company elects to redeem fewer than all the Series 2005E Bonds, The Bank of New York 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 Trust Company, N.A., as Trustee, deems fair and appropriate.
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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 2005E 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.
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.
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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 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 ____________, ____, 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 2005E 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 TRUST COMPANY, N.A.,
TRUSTEE
By _________________________________
[Authorized Agent]
(End of Form of Series 2005E Bond)
BE IT FURTHER RESOLVED, that pursuant to the Trust Indenture, as in effect following due execution and delivery of
the One Hundred Ninth 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
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be by a facsimile signature) and to deliver the New Bonds to The Bank of New York Trust Company, N.A., as Trustee,
for authentication in temporary and/or definitive form, and in such aggregate principal amount up to $350,000,000 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 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 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/ Robert C. Boada
-------------------------------------------
Robert C. Boada
Vice President and Treasurer
Southern California Edison Company
