FIRST AMENDMENT TO CREDIT AGREEMENT

                  This FIRST AMENDMENT, dated as of May 20, 2005 (this "Amendment"), under the Credit Agreement
dated as of February 1, 2005 (such agreement, as amended or otherwise modified, the "Credit Agreement"), among
EDISON INTERNATIONAL, a California corporation (the "Borrower"), the several banks and other financial
institutions from time to time parties thereto (the "Lenders"), CITICORP NORTH AMERICA, INC., as syndication
agent, CREDIT SUISSE FIRST BOSTON, LEHMAN COMMERCIAL PAPER INC. and UNION BANK OF CALIFORNIA, N.A., as
documentation agents, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity,
the "Administrative Agent").

                  WHEREAS, the parties hereto desire to amend the Credit Agreement; and

                  WHEREAS, pursuant to Section 9.1 thereof, the Credit Agreement may be amended with the consent
of the Required Lenders.

                  NOW, THEREFORE, the parties hereto hereby agree as follows:

                  Section 1.        Defined Terms.  Unless otherwise specifically defined herein, each term used
herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.
Each reference to "hereof, "hereunder, "herein" and "hereby" and each other similar reference and each reference
to "this Agreement" and each other similar reference contained in the Credit Agreement shall, after this
Amendment becomes effective, refer to the Credit Agreement as amended hereby.

                  Section 2.        Amendments.  Subject to the occurrence of the Effective Date (as hereinafter
defined), the Credit Agreement is hereby amended as follows:

                  (a)      The second sentence in the definition of "Indebtedness" in Section 1.1 of the Credit
Agreement is amended by deleting the word "and" at the end of clause (iii) thereof and substituting thereafter a
comma and adding at the end of clause (iv) the following:

                           "(v) power-purchase contract obligations and fuel contract obligations that in each
case are included as indebtedness on the consolidated balance sheet of SCE, and (vi) indebtedness of variable
interest entities that are consolidated with the Borrower for financial reporting purposes and whose indebtedness
is non-recourse to the Borrower and its Subsidiaries (other than such entities)."

                  (b)      Section 5.2(a) of the Credit Agreement is amended by deleting clause (ii) thereof and
replacing it in its entirety with the following:

                           "(ii)    the representations and warranties set forth in Sections 4.2 and 4.7 shall not
be required to be restated on any date (including, for the avoidance of doubt, any Borrowing Date) after the
Closing Date."



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                  (c)      Section 6.4 of the Credit Agreement is amended by (1) deleting clause (d) thereof; (2)
 adding the word "and" at the end of clause (b) thereof, and (3) restating clause (c) thereof to read as follows:

                           "(c) any litigation or proceeding or, to the knowledge of the Borrower, investigation
that relates to any Loan Document."

                  Section 3.        Conditions to Effectiveness.  The provisions of Section 2 of this Amendment
shall become effective as of the date first above written (the "Effective Date"), subject to the receipt by the
Administrative Agent from each of the Borrower and the Required Lenders of a counterpart hereof signed by such
party or facsimile or other written confirmation (in form satisfactory to the Administrative Agent) that such
party has signed a counterpart hereof.

                  Section 4.        Effect of Amendment.  The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of
any Lender, the Administrative Agent, the Syndication Agent or the Documentation Agents under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan Documents.

                  Section 5.        Governing Law.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.



                                             [Signature pages follow.]



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                  IN WITNESS WHEREOF, the parties hereto have cause this Amendment to be duly executed as of the
date first above written.


                                                     EDISON INTERNATIONAL


                                                     By   /s/  Mary C. Simpson
                                                          -----------------------------------------------
                                                          Name:  Mary C. Simpson
                                                          Title: Assistant Treasurer


                                                     JPMORGAN CHASE BANK, N.A.,
                                                       as Administrative Agent, as Issuing Lender and as a Lender


                                                     By:  /s/  Thomas L. Casey
                                                          ------------------------------------------------
                                                          Name:  Thomas L. Casey
                                                          Title: Vice President


                                                     CITICORP NORTH AMERICA, INC., as Syndication Agent and as a
                                                       Lender


                                                     By:  /s/  Neitzsche Rodricks
                                                        -------------------------------------------------
                                                          Name:  Neitzsche Rodricks
                                                          Title: Vice President




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                                                              Signature Page to First Amendment to Credit Agreement



                                                     EDISON INTERNATIONAL

                                                     Signature Page to First Amendment dated
                                                     as of May 20, 2005 to Credit Agreement
                                                     dated as of February 1, 2005

                                                     Lender Name: ABN AMRO Bank N.V.


                                                     By:      /s/  Scott Donaldson
                                                              ---------------------------------
                                                              Name: Scott Donaldson
                                                              Title: Assistant Vice President

                                                     By:      /s/  Todd Vaubel
                                                              ---------------------------------
                                                              Name: Todd Vaubel
                                                              Title: Assistant Vice President




                                                     Commitment: $43,125,000


                                                     EDISON INTERNATIONAL

                                                     Signature Page to First Amendment dated
                                                     as of May 20, 2005 to Credit Agreement
                                                     dated as of February 1, 2005

                                                     Lender Name: The Bank of New York


                                                     By:      /s/  Jesus Williams
                                                              ---------------------------------
                                                              Name: Jesus Williams
                                                              Title: Vice President





                                                     EDISON INTERNATIONAL

                                                     Signature Page to First Amendment dated
                                                     as of May 20, 2005 to Credit Agreement
                                                     dated as of February 1, 2005

                                                     Lender Name: Credit Suisse, New York Brank
                                                     (formerly known as Credit Suisse First
                                                     Boston, acting through its Cayman Island Branch)


                                                     By:      /s/  Brian T. Caldwel
                                                              ---------------------------------
                                                              Name: Brian T. Caldwell
                                                              Title: Director

                                                     By:      /s/ Gregory S. Richards
                                                              ---------------------------------
                                                              Name: Gregory S. Richards
                                                              Associate




                                                     EDISON INTERNATIONAL

                                                     Signature Page to First Amendment dated
                                                     as of May 20, 2005 to Credit Agreement
                                                     dated as of February 1, 2005

                                                     Lender Name: Duetsche Bank AG New York Branch


                                                     By:      /s/  David J. Bell
                                                              ---------------------------------
                                                              Name: David J. Bell
                                                              Title: Managing Director

                                                     By:      /s/ David M. Waill
                                                              ---------------------------------
                                                              Name: David M. Waill
                                                              Title: Managing Director


                                                     Commitment:  $43,125,000


                                                     EDISON INTERNATIONAL

                                                     Signature Page to First Amendment dated
                                                     as of May 20, 2005 to Credit Agreement
                                                     dated as of February 1, 2005

                                                     Lender Name: LEHMAN BROTHERS BANK, FSB


                                                     By:      /s/  Janine M. Shugan
                                                              ---------------------------------
                                                              Name: Janine Shugan
                                                              Title: Authorized Signatory

                                                     Commitment:  $69,375,000



                                                     EDISON INTERNATIONAL

                                                     Signature Page to First Amendment dated
                                                     as of May 20, 2005 to Credit Agreement
                                                     dated as of February 1, 2005

                                                     Lender Name: MELLON BANK N.A.


                                                     By:      /s/  Mark W. Rogers
                                                              ---------------------------------
                                                              Name: Mark W. Rogers
                                                              Title: Vice President

                                                     Commitment:  $22,500,000



                                                     EDISON INTERNATIONAL

                                                     Signature Page to First Amendment dated
                                                     as of May 20, 2005 to Credit Agreement
                                                     dated as of February 1, 2005

                                                     Lender Name: Merrill Lynch Bank USA


                                                     By:      /s/  Louis Alder
                                                              ---------------------------------
                                                              Name: Louis Alder
                                                              Title: Director

                                                     Commitment:  $22,500,000



                                                     EDISON INTERNATIONAL

                                                     Signature Page to First Amendment dated
                                                     as of May 20, 2005 to Credit Agreement
                                                     dated as of February 1, 2005

                                                     Lender Name: Merrill Lynch Capital Corporation


                                                     By:      /s/  Carol J. E. Feeley
                                                              ---------------------------------
                                                              Name: Carol J. E. Feeley
                                                              Title: Vice President




                                                     EDISON INTERNATIONAL

                                                     Signature Page to First Amendment dated
                                                     as of May 20, 2005 to Credit Agreement
                                                     dated as of February 1, 2005

                                                     The Royal Bank of Scotland plc


                                                     By:      /s/  Belinda Wheeler
                                                              ---------------------------------
                                                              Name: Belinda Wheeler
                                                              Title: Vice President

                                                    Commitment:  $43,125,000





                                                     EDISON INTERNATIONAL

                                                     Signature Page to First Amendment dated
                                                     as of May 20, 2005 to Credit Agreement
                                                     dated as of February 1, 2005

                                                     Lender Name: Union Bank of California N.A.


                                                     By:      /s/  Dennis G. Blank
                                                              ---------------------------------
                                                              Name: Dennis G. Blank
                                                              Title: Vice President

                                                     Commitment:  $69,375,000





                                                     EDISON INTERNATIONAL

                                                     Signature Page to First Amendment dated
                                                     as of May 20, 2005 to Credit Agreement
                                                     dated as of February 1, 2005

                                                     Lender Name: WELLS FARGO BANK, N.A.


                                                     By:      /s/  Ling Li
                                                              ---------------------------------
                                                              Name: Ling Li
                                                              Title: Vice President

                                                     Commitment:  $69,375,000