EXECUTION VERSION




                                        Southern California Edison Company

                   $350,000,000 5.35% First and Refunding Mortgage Bonds, Series 2005E, Due 2035

                                              Underwriting Agreement

                                                                                                 New York, New York

                                                                                                      June 20, 2005

Citigroup Global Markets Inc.
J.P. Morgan Securities Inc.,
   as Representatives of the several Underwriters
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York  10013

Ladies and Gentlemen:

                  Southern  California  Edison  Company,  a  corporation  organized  under the laws of the State of
California  (the  "Company"),  proposes  to sell to the  several  underwriters  named in  Schedule  I  hereto  (the
"Underwriters"), for whom you (the "Representatives") are acting as representatives,  $350,000,000 principal amount
of its 5.35% First and Refunding  Mortgage Bonds,  Series 2005E, Due 2035 (the "Securities") to be issued under the
One Hundred Ninth  Supplemental  Indenture  (the  "Supplemental  Indenture")  to be dated as of June 20, 2005, to a
Trust  Indenture  dated as of October 1, 1923 (the "Trust  Indenture"  and,  as  supplemented  by the  Supplemental
Indenture,  the  "Indenture")  between the Company and The Bank of New York Trust  Company  N.A.,  as  successor to
Harris Trust and Savings Bank, and D.G. Donovan,  as successor trustee to  Pacific-Southwest  Trust & Savings Bank,
as trustees (the "Trustees").  To the extent there are no additional  Underwriters  listed on Schedule I other than
you, the term  Representatives as used herein shall mean you, as Underwriters,  and the terms  Representatives  and
Underwriters  shall mean  either the  singular  or plural as the  context  requires.  Any  reference  herein to the
Registration  Statement,  a Preliminary  Prospectus or the  Prospectus  shall be deemed to refer to and include the
documents  incorporated  by reference  therein  pursuant to Item 12 of Form S-3 which were filed under the Exchange
Act on or  before  the  Effective  Date of the  Registration  Statement  or the  issue  date  of  such  Preliminary
Prospectus  or the  Prospectus,  as the case may be; and any  reference  herein to the terms  amend,  amendment  or
supplement  with respect to the  Registration  Statement,  any  Preliminary  Prospectus or the Prospectus  shall be
deemed to refer to and include the filing of any document  under the Exchange Act after the  Effective  Date of the
Registration  Statement,  or the issue date of any Preliminary  Prospectus or the  Prospectus,  as the case may be,
deemed to be incorporated therein by reference.  Certain terms used herein are defined in Section 17 hereof.

1.       Representations  and  Warranties.   The  Company  represents  and  warrants  to,  and  agrees  with,  each
Underwriter as set forth below in this Section 1.



Page 1



(a)      The Company meets the  requirements  for use of Form S-3 under the Act and has prepared and filed with the
         Commission  a  registration   statement  (file  number  333-123683)  on  Form S-3,   including  a  related
         preliminary  prospectus,  for registration  under the Act of the offering and sale of the Securities.  The
         Company may have filed one or more amendments thereto,  including a related preliminary  prospectus,  each
         of which has  previously  been  furnished to you. The Company  will next file with the  Commission  one of
         the  following:  either  (1) prior  to the  Effective  Date  of such  registration  statement,  a  further
         amendment  to such  registration  statement,  including  the form of final  prospectus  or  (2) after  the
         Effective  Date of such  registration  statement,  a final  prospectus in  accordance  with Rules 430A and
         424(b).  In the case of clause (2),  the Company has included in such registration  statement,  as amended
         at the Effective  Date, all  information  (other than Rule 430A  Information)  required by the Act and the
         rules  thereunder  to be  included in such  registration  statement  and the  Prospectus.  As filed,  such
         amendment  and  form of  final  prospectus,  or  such  final  prospectus,  shall  contain  all  Rule  430A
         Information,  together  with  all  other  such  required  information,  and,  except  to  the  extent  the
         Representatives  shall agree in writing to a  modification,  shall be in all  substantive  respects in the
         form furnished to you prior to the Execution  Time or, to the extent not completed at the Execution  Time,
         shall contain only such specific  additional  information  and other changes (beyond that contained in the
         latest  Preliminary  Prospectus)  as the Company has advised you,  prior to the  Execution  Time,  will be
         included or made therein.

(b)      On the Effective  Date,  the  Registration  Statement did or will,  and when the Prospectus is first filed
         (if required) in accordance with Rule 424(b) and on the Closing Date (as defined  herein),  the Prospectus
         (and any supplements  thereto) will, comply in all material  respects with the applicable  requirements of
         the Act,  the  Exchange  Act and the Trust  Indenture  Act and the  respective  rules  thereunder;  on the
         Effective  Date and at the  Execution  Time,  the  Registration  Statement did not or will not contain any
         untrue  statement of a material fact or omit to state any material  fact required to be stated  therein or
         necessary  in order to make the  statements  therein  not  misleading;  on the  Effective  Date and on the
         Closing Date the Indenture did or will comply in all material  respects with the  applicable  requirements
         of the Trust Indenture Act and the rules  thereunder;  and, on the Effective Date, the Prospectus,  if not
         filed  pursuant to Rule  424(b),  will not,  and on the date of any filing  pursuant to Rule 424(b) and on
         the Closing Date, the  Prospectus  (together  with any  supplement  thereto) will not,  include any untrue
         statement of a material  fact or omit to state a material fact  necessary in order to make the  statements
         therein,  in the  light of the  circumstances  under  which  they were  made,  not  misleading;  provided,
         however,  that the Company makes no  representations or warranties as to (i) that part of the Registration
         Statement  which shall  constitute the Statement of  Eligibility  and  Qualification  (Form T-1) under the
         Trust  Indenture  Act  of  the  Trustees  or  (ii) the  information  contained  in  or  omitted  from  the
         Registration  Statement,  or the Prospectus (or any supplement thereto) in reliance upon and in conformity
         with  information  furnished  in writing to the  Company by or on behalf of any  Underwriter  through  the
         Representatives  specifically  for  inclusion  in the  Registration  Statement or the  Prospectus  (or any
         supplement thereto).



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(c)      The  Company  is not  and,  after  giving  effect  to the  offering  and  sale of the  Securities  and the
         application of the proceeds  thereof as described in the Prospectus,  will not be an "investment  company"
         as defined in the Investment Company Act of 1940, as amended.

(d)      The Company has been duly  incorporated  and is validly  existing as a corporation  in good standing under
         the laws of the State of California  with full corporate  power and authority to own or lease, as the case
         may be, and to operate its  properties  and conduct its business as described  in the  Prospectus,  and is
         duly  qualified to do business as a foreign  corporation  and is in good  standing  under the laws of each
         jurisdiction that requires such qualification.

(e)      There is no  franchise,  contract  or other  document  of a  character  required  to be  described  in the
         Registration  Statement or  Prospectus,  or to be filed as an exhibit  thereto,  which is not described or
         filed as required;  and the statements in the Prospectus under the heading "Summary-- Southern  California
         Edison  Company"  and  the  statements  incorporated  into  the  Prospectus  from  the  sections  entitled
         "Regulation" and  "Environmental  Matters" in the Company's Annual Report on Form 10-K for the fiscal year
         ended  December 31, 2004 (the "Form 10-K"),  as  supplemented  by  information  contained in the Company's
         subsequent  Quarterly  Report on Form 10-Q and Current  Reports on Form 8-K, which are  incorporated  into
         the Prospectus, fairly summarize the matters therein described in all material respects.

(f)      This Agreement has been duly authorized, executed and delivered by the Company.

(g)      The Securities and the Indenture  conform in all material  respects to the description  thereof  contained
         in the  Prospectus;  each of the Trust Indenture and the  Supplemental  Indenture has been duly authorized
         by the Company and,  assuming due  authorization,  execution  and delivery  thereof by the  Trustees,  the
         Trust  Indenture  constitutes  and, as  supplemented  by the  Supplemental  Indenture  when  executed  and
         delivered by the Company,  will constitute a legal, valid, and binding instrument  enforceable against the
         Company  in  accordance  with its  terms  (subject,  as to  enforcement  of  remedies,  to (A)  applicable
         bankruptcy,  fraudulent  conveyance,   fraudulent  transfer,   reorganization,   insolvency,   moratorium,
         equitable  subordination or other laws affecting  creditors'  rights generally from time to time in effect
         and to general  principles  of  equity,  (B) the terms of the  franchises,  licenses,  easements,  leases,
         permits,  contracts and other instruments under which the mortgaged  property is held or operated,  (C) as
         to its enforceability in respect of the Company's  interest in nuclear energy  facilities,  the provisions
         of the Atomic Energy Act of 1954 and regulations  thereunder,  (D) as to its  enforceability in respect of
         the interest of the Company in the Four Corners  Generating  Station and the easement and lease  therefor,
         to possible defects in title,  including  possible  conflicting  grants or encumbrances not  ascertainable
         because of the absence of or  inadequacies  in the  applicable  recording law and the record system of the
         Bureau of Indian  Affairs and the Navajo  Nation,  to the  possible  inability of the Company to resort to
         legal process to enforce its rights  against the Navajo Nation without  Congressional  consent and, in the
         case of the Company's lease, to possible impairment or termination

Page 3

         under  certain  circumstances  by Congress or the  Secretary  of the  Interior and (E) such other
         liens,  prior rights and  encumbrances  none of which (with the possible  exception of the matter referred
         to in clause (D) above),  with  immaterial  exceptions,  affects from a legal  standpoint the security for
         the Securities,  the ability of the Trustees to foreclose on the property  subject to the liens created by
         the Indenture or the Company's  right to use such  properties in its business);  the Securities  have been
         duly and validly authorized,  and, when issued and delivered to and paid for by the Underwriters  pursuant
         to this Agreement, will be fully paid and nonassessable.

(h)      No consent, approval,  authorization,  filing with or order of any court or governmental agency or body is
         required in connection with the transactions  contemplated  herein,  except such as have been obtained (i)
         under the Act, (ii) from the  California  Public  Utilities  Commission  and (iii) such as may be required
         under the blue sky laws of any  jurisdiction  in  connection  with the  purchase and  distribution  of the
         Securities by the Underwriters in the manner contemplated herein and in the Prospectus.

(i)      All such  filings,  recordings,  indexings  and  postings to  geographical  indexes  have been made in (x)
         county real estate  records or offices of county  recorders,  (y) Federal and State  offices,  bureaus and
         agencies and (z) offices of the Navajo Nation as are necessary under  applicable law to perfect,  preserve
         and protect the lien created by the  Indenture  or ensure that such  filings,  recordations,  postings and
         indexings are fully effective to give constructive  notice,  constructive  knowledge or implied notice, as
         applicable,   of  such  lien  and  the  property  subject  thereto  to  all  purchasers,   mortgagees  and
         encumbrancers  of such property  (other than  after-acquired  property) who become such  subsequent to the
         date of such recording, filing, posting or indexing.

(j)      The Indenture will  constitute a legally valid first lien or charge,  to the extent that it purports to be
         such,  on  substantially  all of the  property  now owned by the  Company to the extent and subject to the
         exceptions,  defects,  qualifications  and other matters set forth or referred to in the  Prospectus or in
         Section 1(g) of this Agreement,  and to such other matters that do not materially  affect the security for
         the Securities.

(k)      Neither  the issue  and sale of the  Securities  nor the  consummation  of any  other of the  transactions
         herein  contemplated  nor the  fulfillment of the terms hereof will conflict  with,  result in a breach or
         violation  of,  or  imposition  of any lien,  charge or  encumbrance  upon any  property  or assets of the
         Company pursuant to, (i) the  articles of  incorporation or by-laws of the Company,  (ii) the terms of any
         indenture  (other than,  solely with respect to the  imposition of liens,  charges and  encumbrances  upon
         property or assets of the Company or SCE Funding LLC,  the lien  created by the  Indenture in favor of the
         Securities),  contract,  lease,  mortgage,  deed  of  trust,  note  agreement,  loan  agreement  or  other
         agreement,  obligation,  condition,  covenant or  instrument  to which the Company or SCE Funding LLC is a
         party  or  bound  or to which  its or  their  property  is  subject,  or  (iii) any  statute,  law,  rule,
         regulation,  judgment,  order  or  decree  applicable  to the  Company  of  any  court,  regulatory  body,
         administrative  agency,  governmental  body,  arbitrator or other authority having  jurisdiction  over the
         Company or any of its properties.



Page 4


(l)      The  consolidated  historical  financial  statements  and  schedules  of the Company and its  consolidated
         subsidiaries  incorporated by reference in the Prospectus and the  Registration  Statement (the "Financial
         Statements")  present fairly in all material respects the financial  condition,  results of operations and
         cash  flows of the  Company  as of the dates  and for the  periods  indicated,  comply as to form with the
         applicable  accounting  requirements  of the Act and have  been  prepared  in  conformity  with  generally
         accepted  accounting  principles  applied on a consistent basis throughout the periods involved (except as
         otherwise  noted therein).  The selected  financial data set forth under the caption  "Selected  Financial
         Data" in the Company's Form 10-K,  incorporated by reference in the Prospectus and Registration  Statement
         fairly present,  on the basis stated in the Form 10-K, the  information  included  therein.  The financial
         information  included or  incorporated  in the Prospectus  complies with the  requirements of Regulation G
         and Item 10(e) of Regulation S-K under the Act.

(m)      PricewaterhouseCoopers  LLP,  who have  certified  certain  financial  statements  of the  Company and its
         consolidated  subsidiaries and delivered their report with respect to the audited  consolidated  financial
         statements  and  schedules  for the  year  ended  December  31,  2004  incorporated  by  reference  in the
         Prospectus,  are independent  public accountants with respect to the Company within the meaning of the Act
         and the applicable published rules and regulations thereunder.

(n)      No action,  suit or proceeding  by or before any court or  governmental  agency,  authority or body or any
         arbitrator  involving the Company or any of its  subsidiaries  or its or their  property is pending or, to
         the best knowledge of the Company,  threatened  that  (i) could  reasonably be expected to have a material
         adverse  effect on the  performance  of this  Agreement  or the  consummation  of any of the  transactions
         contemplated  hereby or (ii) could  reasonably be expected to have a Material  Adverse  Effect,  except as
         set forth in or contemplated in the Prospectus (exclusive of any supplement thereto).

(o)      The Company and its subsidiaries  maintain a system of internal  accounting controls sufficient to provide
         reasonable  assurance  that  (i) transactions  are executed in  accordance  with  management's  general or
         specific  authorizations;  (ii) transactions  are recorded as necessary to permit preparation of financial
         statements  in  conformity  with  generally   accepted   accounting   principles  and  to  maintain  asset
         accountability;  (iii) access  to assets is permitted  only in  accordance  with  management's  general or
         specific  authorization;  and (iv) the  recorded  accountability  for assets is compared with the existing
         assets at reasonable intervals and appropriate action is taken with respect to any differences.

(p)      Neither the Company  nor,  with  respect to (ii) below,  SCE Funding is in violation or default of (i) any
         provision of its articles of incorporation or bylaws,  (ii) the terms of any indenture,  contract,  lease,
         mortgage,  deed of trust,  note  agreement,  loan  agreement or other  agreement,  obligation,  condition,
         covenant or instrument  to which it is a party or bound or to which its property is subject,  or (iii) any
         statute, law, rule, regulation,  judgment,  order or decree of any court, regulatory body,  administrative
         agency, governmental body, arbitrator or other authority having jurisdiction over the

Page 5

         Company or any of its properties,  as applicable  (except, in the case of clauses (ii) and (iii),
         for such violations or defaults as would not, in the aggregate, have a Material Adverse Effect).

(q)      The  Company  possesses  all  licenses,  certificates,  permits  and  other  authorizations  issued by the
         appropriate  national and local U.S. federal and state regulatory  authorities  necessary to conduct their
         respective  businesses,  and the  Company  has not  received  any notice of  proceedings  relating  to the
         revocation or  modification  of any such  certificate,  authorization  or permit  which,  singly or in the
         aggregate,  if the subject of an unfavorable  decision,  ruling or finding,  would have a Material Adverse
         Effect, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto).

(r)      The Company is (i) in compliance  with any and all  applicable  national and local U.S.  federal and state
         laws and regulations  relating to the protection of human health and safety,  the environment or hazardous
         or toxic substances or wastes,  pollutants or contaminants  ("Environmental  Laws"), (ii) has received and
         are in  compliance  with all  permits,  licenses  or other  approvals  required  of them under  applicable
         Environmental  Laws to conduct  their  respective  businesses  and  (iii) has  not received  notice of any
         actual or  potential  liability  for the  investigation  or  remediation  of any  disposal  or  release of
         hazardous or toxic  substances or wastes,  pollutants or  contaminants,  except where such  non-compliance
         with Environmental  Laws, failure to receive required permits,  licenses or other approvals,  or liability
         would  not have a  Material  Adverse  Effect,  except as set forth in or  contemplated  in the  Prospectus
         (exclusive of any supplement  thereto).  Except as set forth in the  Prospectus,  the Company has not been
         named as a "potentially responsible party" under the Comprehensive  Environmental Response,  Compensation,
         and Liability Act of 1980, as amended.

(s)      In the ordinary  course of its  business,  the Company  periodically  reviews the effect of  Environmental
         Laws on the business,  operations and properties of the Company,  in the course of which it identifies and
         evaluates  associated  costs and  liabilities  (including,  without  limitation,  any capital or operating
         expenditures  required for clean-up,  closure of properties or compliance with Environmental  Laws, or any
         permit,  license  or  approval,  any  related  constraints  on  operating  activities  and  any  potential
         liabilities to third  parties).  On the basis of such review,  the Company has  reasonably  concluded that
         such associated  costs and  liabilities  would not,  singly or in the aggregate,  have a Material  Adverse
         Effect, except as set forth in the Prospectus (exclusive of any supplement thereto).

(t)      No holders of  securities  of the Company have rights to the  registration  of such  securities  under the
         Registration Statement.

(u)      The Company  owns or leases all such  properties  as are  necessary  to the conduct of its  operations  as
         presently conducted.

(v)      The Company has not taken,  directly or  indirectly,  any action  designed to or that would  constitute or
         that might reasonably be expected to cause or result in, under

Page 6


         the Exchange Act or  otherwise,  stabilization  or  manipulation  of the price of any security of
         the Company to facilitate the sale or resale of the Securities.

(w)      Except  as set  forth in the  Prospectus  (exclusive  of any  supplement  thereto),  the  minimum  funding
         standard under Section 302 of the Employee  Retirement  Income  Security Act of 1974, as amended,  and the
         regulations  and  published  interpretations  thereunder  ("ERISA"),  has been  satisfied by each "pension
         plan" (as  defined in Section  3(2) of ERISA)  which has been  established  or  maintained  by the Company
         and/or one or more of its  subsidiaries,  and the trust  forming  part of each such plan which is intended
         to be qualified  under Section 401 of the Code is so qualified;  each of the Company and its  subsidiaries
         has  fulfilled its  obligations,  if any,  under Section 515 of ERISA;  each pension plan and welfare plan
         established  or maintained by the Company and/or one or more of its  subsidiaries  is in compliance in all
         material  respects with the currently  applicable  provisions of ERISA; and neither the Company nor any of
         its  subsidiaries  has incurred or could  reasonably be expected to incur any withdrawal  liability  under
         Section 4201 of ERISA,  any liability  under Section 4062,  4063, or 4064 of ERISA, or any other liability
         under Title IV of ERISA.

(x)      Except as disclosed in the  Registration  Statement and the Prospectus,  the Company (i) does not have any
         material  lending  or other  relationship  with any bank or  lending  affiliate  of the  Underwriters  and
         (ii) does  not intend to use any of the proceeds  from the sale of the  Securities  hereunder to repay any
         outstanding debt owed to any affiliate of the Underwriters.

(y)      There  is and has been no  failure  on the  part of the  Company  and any of the  Company's  directors  or
         officers,  in their  capacities as such, to comply with Section 401 of the Sarbanes  Oxley Act of 2002 and
         the rules and  regulations  promulgated  in connection  therewith  (the  "Sarbanes  Oxley Act") related to
         loans.

                  Any  certificate  signed by any officer of the Company and  delivered to the  Representatives  or
counsel for the  Underwriters  in connection with the offering of the Securities  shall be deemed a  representation
and warranty by the Company, as to matters covered thereby, to each Underwriter.

2.       Purchase  and Sale.  Subject to the terms and  conditions  and in reliance  upon the  representations  and
warranties  herein  set  forth,  the  Company  agrees to sell to each  Underwriter,  and each  Underwriter  agrees,
severally  and not jointly,  to purchase  from the  Company,  (a) at a purchase  price of 99.952% of the  principal
amount thereof,  the principal  amount of the Securities set forth opposite such  Underwriter's  name in Schedule I
hereto;  and (b) the Underwriters  agree to reimburse the Company $340,000 of the Company's expenses related to the
offering.

3.       Delivery  and Payment.  Delivery of and payment for the  Securities  shall be made at  10:00 AM,  New York
City  time,  on June 27,  2005 or at such  time on such  later  date not more  than five  Business  Days  after the
foregoing date as the  Representatives  shall designate,  which date and time may be postponed by agreement between
the  Representatives  and the  Company or as  provided  in Section 9 hereof  (such  date and time of  delivery  and
payment for the

Page 7


Securities  being herein called the "Closing  Date").  Delivery of the  Securities  shall be made
to the  Representatives  for the respective  accounts of the several  Underwriters  against  payment by the several
Underwriters  through the  Representatives  of the  purchase  price  thereof to or upon the order of the Company by
wire transfer  payable in same-day funds to an account  specified by the Company.  Delivery of the Securities shall
be made  through the  facilities  of The  Depository  Trust  Company  unless the  Representatives  shall  otherwise
instruct.

4.       Offering  by  Underwriters.  It  is  understood  that  the  several  Underwriters  propose  to  offer  the
Securities for sale to the public as set forth in the Prospectus.

5.       Agreements.  The Company agrees with the several Underwriters that:

(a)      The  Company  will use its best  efforts to cause the  Registration  Statement,  if not  effective  at the
         Execution  Time,  and any  amendment  thereof,  to  become  effective.  Prior  to the  termination  of the
         offering of the  Securities,  the Company  will not file any  amendment of the  Registration  Statement or
         supplement to the Prospectus or any Rule 462(b)  Registration  Statement  unless the Company has furnished
         you a copy for your review prior to filing and will not file any such  proposed  amendment  or  supplement
         to which you reasonably  object.  Subject to the foregoing  sentence,  if the  Registration  Statement has
         become or becomes  effective  pursuant to Rule 430A,  or filing of the  Prospectus  is otherwise  required
         under Rule 424(b),  the Company will cause the Prospectus,  properly completed, and any supplement thereto
         to be filed in a form  approved by the  Representatives  with the  Commission  pursuant to the  applicable
         paragraph of Rule 424(b)  within the time period prescribed and will provide evidence  satisfactory to the
         Representatives  of such timely  filing.  The Company will promptly  advise the  Representatives  (1) when
         the  Registration  Statement,  if not  effective  at the  Execution  Time,  shall have  become  effective,
         (2) when  the  Prospectus,  and any  supplement  thereto,  shall  have been filed (if  required)  with the
         Commission  pursuant to Rule 424(b) or when any Rule 462(b)  Registration  Statement shall have been filed
         with the Commission,  (3) when,  prior to termination of the offering of the Securities,  any amendment to
         the  Registration  Statement  shall  have been  filed or  become  effective,  (4) of  any  request  by the
         Commission or its staff for any amendment of the Registration Statement,  or any Rule 462(b)  Registration
         Statement,  or for  any  supplement  to the  Prospectus  or for any  additional  information,  (5) of  the
         issuance by the Commission of any stop order suspending the  effectiveness  of the Registration  Statement
         or the  institution  or  threatening  of any  proceeding  for that  purpose  and (6) of the receipt by the
         Company of any  notification  with respect to the  suspension of the  qualification  of the Securities for
         sale in any  jurisdiction  or the  institution or  threatening  of any  proceeding  for such purpose.  The
         Company  will use its best  efforts to prevent the  issuance of any such stop order or the  suspension  of
         any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.

(b)      If, at any time when a prospectus  relating to the  Securities is required to be delivered  under the Act,
         any event  occurs as a result of which the  Prospectus  as then  supplemented  would  include  any  untrue
         statement of a material fact or omit to state any material fact necessary to make the  statements  therein
         in the light of the circumstances  under which they were made not misleading,  or if it shall be necessary
         to amend the

Page 8



         Registration  Statement or supplement  the  Prospectus to comply with the Act or the Exchange Act
         or the respective  rules  thereunder,  the Company  promptly will (1) notify the  Representatives  of such
         event;  (2) prepare and file with the Commission,  subject to the second sentence of paragraph (a) of this
         Section 5,  an  amendment  or  supplement  which will  correct  such  statement or omission or effect such
         compliance;  and (3) supply any  supplemented  Prospectus to you in such  quantities as you may reasonably
         request.

(c)      As soon as  practicable,  the Company will make  generally  available  to its security  holders and to the
         Representatives  an earnings  statement  or  statements  of the Company  and its  subsidiaries  which will
         satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.

(d)      The Company will furnish to the Representatives and counsel for the Underwriters,  without charge,  signed
         copies of the Registration  Statement  (including  exhibits  thereto) and to each other Underwriter a copy
         of the Registration  Statement  (without  exhibits thereto) and, so long as delivery of a prospectus by an
         Underwriter  or dealer may be required by the Act, as many copies of each  Preliminary  Prospectus and the
         Prospectus and any supplement  thereto as the  Representatives  may reasonably  request.  The Company will
         pay the expenses of printing or other production of all documents relating to the offering.

(e)      The Company will arrange,  if necessary,  for the  qualification of the Securities for sale under the laws
         of such jurisdictions as the  Representatives  may designate,  will maintain such qualifications in effect
         so long  as  required  for  the  distribution  of the  Securities  and  will  pay any fee of the  National
         Association of Securities Dealers,  Inc., in connection with its review of the offering;  provided that in
         no event shall the Company be  obligated  to qualify to do  business in any  jurisdiction  where it is not
         now so  qualified or to take any action that would  subject it to service of process in suits,  other than
         those  arising out of the offering or sale of the  Securities in any  jurisdiction  where it is not now so
         subject.

(f)      The Company will not, without the prior written consent of the  Representatives,  offer, sell, contract to
         sell,  pledge,  or  otherwise  dispose of, (or enter into any  transaction  which is designed to, or might
         reasonably  be  expected  to,  result in the  disposition  (whether  by actual  disposition  or  effective
         economic  disposition  due to cash settlement or otherwise) by the Company or any affiliate of the Company
         or any person in privity  with the  Company or any  affiliate  of the  Company)  directly  or  indirectly,
         including the filing (or  participation in the filing) of a registration  statement with the Commission in
         respect  of, or  establish  or  increase  a put  equivalent  position  or  liquidate  or  decrease  a call
         equivalent  position within the meaning of Section 16 of the Exchange Act, any debt  securities  issued or
         guaranteed  by the Company  (other than the  Securities)  or publicly  announce an intention to effect any
         such transaction for a period commencing on the date hereof and ending on the Closing Date.

(g)      The Company will not take,  directly or  indirectly,  any action  designed to or that would  constitute or
         that might reasonably be expected to cause or result in, under

Page 9



         the Exchange Act or  otherwise,  stabilization  or  manipulation  of the price of any security of
         the Company to facilitate the sale or resale of the Securities.

6.       Conditions to the Obligations of the  Underwriters.  The  obligations of the  Underwriters to purchase the
Securities  and to reimburse  the Company for expenses,  as described in Section 2 hereof,  shall be subject to the
accuracy of the  representations  and  warranties on the part of the Company  contained  herein as of the Execution
Time and the Closing Date, to the accuracy of the  statements of the Company made in any  certificates  pursuant to
the  provisions  hereof,  to the  performance  by the Company of its  obligations  hereunder  and to the  following
additional conditions:

(a)      If the  Registration  Statement  has  not  become  effective  prior  to the  Execution  Time,  unless  the
         Representatives  agree in writing to a later time, the  Registration  Statement will become  effective not
         later than (i) 6:00 PM New York City time, on the date of  determination  of the public offering price, if
         such  determination  occurred  at or prior to 3:00 PM New York City time on such date or  (ii) 9:30  AM on
         the  Business  Day  following  the  day on  which  the  public  offering  price  was  determined,  if such
         determination  occurred  after 3:00 PM New York City time on such date;  if filing of the  Prospectus,  or
         any supplement  thereto,  is required  pursuant to Rule 424(b),  the Prospectus,  and any such supplement,
         will be filed in the  manner  and  within  the time  period  required  by  Rule 424(b);  and no stop order
         suspending the  effectiveness of the Registration  Statement shall have been issued and no proceedings for
         that purpose shall have been instituted or threatened.

(b)      The Company shall have  requested  and caused  Barbara E. Mathews,  Vice  President and Associate  General
         Counsel of the Company, to have furnished to the  Representatives her opinion,  dated the Closing Date and
         addressed to the Representatives, to the effect that:

(i)      The Company is a corporation  duly  incorporated,  validly existing and in good standing under the laws of
         the State of California;

(ii)     The Company has the corporate  power and authority to own and operate its property,  to lease the property
         it  operates  as  lessee  and to  conduct  the  business  in which it is  currently  engaged,  as
         described in the Prospectus;

(iii)    The Company has all requisite  corporate power and authority,  has taken all requisite  corporate  action,
         and has received and is in compliance with all governmental,  judicial and other  authorizations,
         approvals  and orders  necessary  to enter into and perform the  Underwriting  Agreement  and the
         Supplemental Indenture and to offer, issue, sell and deliver the Securities;

(iv)     the Trust  Indenture  has been duly  authorized,  executed  and  delivered  by the Company and is a legal,
         valid, and binding instrument enforceable against the Company in accordance with its terms;


Page 10


(v)      the  Supplemental  Indenture  has been duly  authorized,  executed  and  delivered by the Company and is a
         legal,  valid,  and binding  instrument  enforceable  against the Company in accordance  with its
         terms;

(vi)     the  Securities  have been duly  authorized  by the  Company  and,  when  executed  and  authenticated  in
         accordance  with  the  provisions  of  the  Indenture  and  delivered  to  and  paid  for  by the
         Underwriters  pursuant to this Agreement,  will constitute legal,  valid, and binding obligations
         of the  Company  entitled  to the  benefits  of  the  Trust  Indenture,  as  supplemented  by the
         Supplemental Indenture;

(vii)    the Trust Indenture,  as supplemented by the Supplemental  Indenture,  creates a legally valid first lien,
         to the extent that it purports to be such, on the  properties  and assets of the Company  subject
         thereto,  securing,  among other things,  the  Securities,  subject to the  exceptions,  defects,
         qualifications  and other  matters set forth or referred to in the  Prospectus  and other matters
         that do not, in the opinion of such counsel, materially affect the security for the Securities;

(viii)   to the  knowledge of such  counsel,  there is no pending or  threatened  action,  suit or proceeding by or
         before any court or  governmental  agency,  authority  or body or any  arbitrator  involving  the
         Company or any of its  subsidiaries  or its or their property  which is not adequately  disclosed
         in the  Prospectus,  except  in each  case  for  such  proceedings  that,  if the  subject  of an
         unfavorable  decision,  ruling or  finding,  would not  singly or in the  aggregate,  result in a
         material  adverse  change  in  the  condition  (financial  or  otherwise),  prospects,  earnings,
         business,  properties  or  results  of  operations  of the  Company,  and there is no  franchise,
         contract  or  other  document  of a  character  required  to be  described  in  the  Registration
         Statement or Prospectus,  or to be filed as an exhibit  thereto,  which is not described or filed
         as required;  and the statements  included or incorporated  by reference in the Prospectus  under
         the headings "Legal Matters" and "Summary-- Southern  California  Edison Company" or incorporated
         by reference into the  Prospectus  from the sections  entitled  "Regulation"  and  "Environmental
         Matters"  in the  Company's  Annual  Report on Form 10-K for the fiscal year ended  December  31,
         2004, as supplemented by information  contained in the Company's  subsequent  Quarterly Report on
         Form  10-Q  and  Current  Reports  on Form  8-K,  which  are  incorporated  by  reference  in the
         Prospectus,  fairly  summarize the matters therein  described in all material  respects;  and the
         statements  set forth in the  Prospectus  Supplement  under  the  heading  "Certain  Terms of the
         Bonds" and in the base prospectus  under the heading  "Description of the First Mortgage  Bonds,"
         insofar as those statements purport to summarize certain  provisions of the Trust Indenture,  the
         Supplemental Indenture and the Securities, are accurate summaries in all material respects;

(ix)     the  Registration  Statement has become  effective  under the Act; any required  filing of the Prospectus,
         and any supplements  thereto,  pursuant to Rule 424(b) has been made in the manner and within the
         time period required by

Page 11

          Rule 424(b);   to  the  knowledge  of  such  counsel,   no  stop  order  suspending  the
          effectiveness  of the  Registration  Statement has been issued,  no proceedings  for that purpose
          have been  instituted or threatened  and the  Registration  Statement and the  Prospectus  (other
          than  the  financial  statements  and  other  financial  and  statistical  information  contained
          therein,  as to which such  counsel  need  express no opinion)  comply as to form in all material
          respects with the applicable  requirements  of the Act, the Exchange Act and the Trust  Indenture
          Act and the respective  rules  thereunder;  and such counsel has no reason to believe that on the
          Effective Date or the date the  Registration  Statement was last deemed amended the  Registration
          Statement  contained  any untrue  statement  of a material  fact or omitted to state any material
          fact required to be stated  therein or necessary to make the  statements  therein not  misleading
          or that the  Prospectus  as of its date and on the Closing  Date  included or includes any untrue
          statement of a material fact or omitted or omits to state a material  fact  necessary to make the
          statements  therein,  in the  light  of  the  circumstances  under  which  they  were  made,  not
          misleading  (in  each  case,  other  than  the  financial  statements  and  other  financial  and
          statistical information contained therein, as to which such counsel need express no opinion);

(x)      this Agreement has been duly authorized, executed and delivered by the Company;

(xi)     the  Company  is not  and,  after  giving  effect  to the  offering  and  sale of the  Securities  and the
         application of the proceeds  thereof as described in the  Prospectus,  will not be an "investment
         company" as defined in the Investment Company Act of 1940, as amended;

(xii)    no consent, approval,  authorization,  filing with or order of any court or governmental agency or body is
         required  in  connection  with the  transactions  contemplated  herein,  except such as have been
         obtained (i) under the Act, (ii) from the California  Public Utilities  Commission and (iii) such
         as may be required under the blue sky laws of any  jurisdiction  in connection  with the purchase
         and  distribution  of the  Securities  by the  Underwriters  in the manner  contemplated  in this
         Agreement  and in the  Prospectus  and such other  approvals  (specified in such opinion) as have
         been obtained;

(xiii)   neither  the  execution  and  delivery of the  Indenture,  the issue and sale of the  Securities,  nor the
         consummation  of any other of the  transactions  herein  contemplated  nor the fulfillment of the
         terms hereof will conflict  with,  result in a breach or violation of, or imposition of any lien,
         charge or encumbrance  upon any property or assets of the Company  pursuant to,  (i) the  charter
         or by-laws of the Company,  (ii) the terms of any indenture  (other than,  solely with respect to
         the  disposition  of liens,  charges and  encumbrances  upon property or assets of the Company or
         SCE  Funding  LLC,  the lien  created by the  Indenture  in favor of the  Securities),  contract,
         lease, mortgage,  deed of trust, note agreement,  loan agreement or other agreement,  obligation,
         condition,  covenant  or  instrument  to which the Company or SCE Funding LLC is a party or bound
         or to

Page 12


         which its or their property is subject,  or (iii) any  statute,  law, rule,  regulation,
         judgment,   order  or  decree   applicable  to  the  Company  of  any  court,   regulatory  body,
         administrative  agency,  governmental  body,  arbitrator or other authority  having  jurisdiction
         over the Company or any of its properties; and

(xiv)    no holders of  securities  of the Company have rights to the  registration  of such  securities  under the
                  Registration Statement.

         In rendering such opinion,  such counsel may rely (A) as to matters  involving the  application of laws of
         any  jurisdiction  other than the State of  California  or the Federal laws of the United  States,  to the
         extent he deems proper and specified in such  opinion,  upon the opinion of other counsel of good standing
         whom he believes to be reliable and who are  satisfactory  to counsel for the  Underwriters  and (B) as to
         matters of fact, to the extent he deems proper,  on  certificates  of responsible  officers of the Company
         and  public   officials.   Such  counsel  may  render  such  opinion   subject  to  such   exceptions  and
         qualifications  as are reasonable or customary under the  circumstances  and acceptable to counsel for the
         Underwriters.  References  to the  Prospectus  in this  paragraph (b)  shall also include any  supplements
         thereto at the Closing Date.

(c)      The  Representatives  shall have  received  from Cleary  Gottlieb  Steen & Hamilton  LLP,  counsel for the
         Underwriters,  such opinion or opinions,  dated the Closing Date and addressed to the  Representatives  as
         the  Representatives  may  reasonably  require,  and the Company shall have furnished to such counsel such
         documents as they request for the purpose of enabling them to pass upon such matters.

(d)      The Company  shall have  furnished to the  Representatives  a  certificate  of the Company,  signed by the
         chief  financial  officer and the  controller  of the Company,  dated the Closing Date, to the effect that
         the signers of such certificate have carefully examined the Registration  Statement,  the Prospectus,  any
         supplements to the Prospectus and this Agreement and that:

(i)      the  representations  and  warranties  of the Company in this  Agreement are true and correct on and as of
         the  Closing  Date  with the same  effect  as if made on the  Closing  Date and the  Company  has
         complied with all the  agreements  and  satisfied all the  conditions on its part to be performed
         or satisfied at or prior to the Closing Date;

(ii)     no stop  order  suspending  the  effectiveness  of the  Registration  Statement  has  been  issued  and no
         proceedings  for that purpose have been  instituted or, to the Company's  knowledge,  threatened;
         and

(iii)    since the date of the most recent  financial  statements  included or  incorporated  by  reference  in the
         Prospectus  (exclusive of any supplement  thereto),  there has been no material adverse effect on
         the  condition  (financial  or  otherwise),  prospects,  earnings,  business or properties of the
         Company and its subsidiaries,  taken as a whole,  whether or not arising from transactions in the
         ordinary course

Page 13


         of business,  except as set forth in or  contemplated  in the  Prospectus  (exclusive of
         any supplement thereto).

(e)      The  Company  shall  have  requested  and  caused  PricewaterhouseCoopers  LLP to  have  furnished  to the
         Representatives,  at the Execution Time and at the Closing Date,  letters,  dated  respectively  as of the
         Execution  Time and as of the Closing  Date, in form and substance  satisfactory  to the  Representatives,
         confirming  that they are independent  accountants  within the meaning of the Act and the Exchange Act and
         the respective  applicable rules and regulations  adopted by the Commission  thereunder and that they have
         performed a review of the  unaudited  interim  financial  information  of the Company for the  three-month
         period ended March 31, 2005, and as at March 31, 2005 in accordance  with Statement on Auditing  Standards
         No. 100, stating in effect that:

(i)      in their  opinion  the  audited  financial  statements  and  financial  statement  schedules  included  or
         incorporated  by reference in the  Registration  Statement and the  Prospectus and reported on by
         them comply as to form in all material  respects with the applicable  accounting  requirements of
         the Act and the Exchange Act and the related rules and regulations adopted by the Commission;

(ii)     on the basis of a reading of the latest unaudited  financial  statements made available by the Company and
         its  subsidiaries;   their  limited  review,  in  accordance  with  standards  established  under
         Statement on Auditing  Standards No. 100, of the unaudited interim financial  information for the
         three month period ended March 31, 2005, and as at March 31, 2005,  incorporated  by reference in
         the Registration  Statement and the Prospectus;  carrying out certain  specified  procedures (but
         not an examination in accordance  with generally  accepted  auditing  standards)  which would not
         necessarily  reveal  matters  of  significance  with  respect to the  comments  set forth in such
         letter;  a  reading  of the  minutes  of the  meetings  of the  stockholders,  directors  and the
         executive,  finance,  compensation and audit committees of the Company,  and inquiries of certain
         officials of the Company who have  responsibility  for  financial and  accounting  matters of the
         Company and its  subsidiaries  as to  transactions  and events  subsequent  to December 31, 2004,
         nothing came to their attention which caused them to believe that:

    (1)  any unaudited financial statements included or incorporated by reference in the Registration  Statement
         and the  Prospectus do not comply as to form in all material  respects  with  applicable
         accounting  requirements of the Act and with the related rules and  regulations  adopted
         by the  Commission  with respect to financial  statements  included or  incorporated  by
         reference in quarterly  reports on Form 10-Q under the Exchange Act; and said  unaudited
         financial   statements  are  not  in  conformity  with  generally  accepted   accounting
         principles  applied  on a  basis  substantially  consistent  with  that  of the  audited
         financial   statements  included  or  incorporated  by  reference  in  the  Registration
         Statement and the Prospectus; or



Page 14


    (2)  with respect to the period subsequent to March 31, 2005, there were any changes, at a specified date not
         more  than five  days  prior to the date of the  letter,  in the  long-term  debt of the
         Company  and its  subsidiaries  or  common  stock of the  Company  or  decreases  in the
         consolidated  net  current  assets  (working  capital)  or  shareholders  equity  of the
         Company as compared with the amounts shown on the March 31, 2005,  consolidated  balance
         sheet  included or  incorporated  by reference  in the  Registration  Statement  and the
         Prospectus,  or for the  period  from  April 1,  2005 to the most  recent  month end for
         which the financial  statements  are  available  there were any  decreases,  as compared
         with the  corresponding  period in the preceding year and quarter in total  consolidated
         operating  revenue,  operating  income,  net income before taxes or net income available
         for common  stock of the  Company  and its  subsidiaries,  except in all  instances  for
         changes  or  decreases  set forth in such  letter,  in which  case the  letter  shall be
         accompanied  by an  explanation  by the Company as to the  significance  thereof  unless
         said explanation is not deemed necessary by the Representatives; and

(iii)    they have performed  certain other specified  procedures as a result of which they determined that certain
         information  of an accounting,  financial or statistical  nature (which is limited to accounting,
         financial or statistical  information  derived from the general accounting records of the Company
         and its subsidiaries)  set forth in the Registration  Statement and the Prospectus and in Exhibit
         12 to the  Registration  Statement,  including  the  information  set  forth  under  the  caption
         "Selected  Financial  Information"  incorporated by reference in the Prospectus,  the information
         included or incorporated  by reference in Items 1, 2, 6, 7 and 11 of the Company's  Annual Report
         on Form 10-K,  incorporated by reference in the  Registration  Statement and the Prospectus,  and
         the  information  included in the  "Management's  Discussion and Analysis of Financial  Condition
         and Results of  Operations"  included or  incorporated  by reference in the  Company's  Quarterly
         Report  on  Form 10-Q,   incorporated  by  reference  in  the  Registration   Statement  and  the
         Prospectus,  agrees with the accounting  records of the Company and its  subsidiaries,  excluding
         any questions of legal interpretation.

                  References to the  Prospectus in this  paragraph (e) include any  supplement  thereto at the date
         of the letter.

(f)      Subsequent  to the  Execution  Time or,  if  earlier,  the dates as of which  information  is given in the
         Registration  Statement  (exclusive  of any  amendment  thereof)  and  the  Prospectus  (exclusive  of any
         supplement  thereto),  there  shall not have been (i) any change or  decrease  specified  in the letter or
         letters  referred to in paragraph (e) of this Section 6 or (ii) any change,  or any development  involving
         a prospective  change,  in or affecting the condition  (financial  or  otherwise),  earnings,  business or
         properties  of  the  Company  and  its  subsidiaries,  taken  as a  whole,  whether  or not  arising  from
         transactions  in  the  ordinary  course  of  business,  except  as set  forth  in or  contemplated  in the
         Prospectus  (exclusive of any supplement  thereto) the effect of which,  in any case referred to in clause
         (i) or (ii) above, is, in the sole judgment of the Representatives, so material

Page 15

         and adverse as to make it  impractical  or  inadvisable  to proceed with the offering or delivery
         of the Securities as contemplated by the Registration  Statement  (exclusive of any amendment thereof) and
         the Prospectus (exclusive of any supplement thereto).

(g)      Subsequent  to the  Execution  Time,  there  shall not have been any  decrease in the rating of any of the
         Company's debt securities by any "nationally  recognized  statistical rating organization" (as defined for
         purposes of  Rule 436(g)  under the Act) or any notice given of any intended or potential  decrease in any
         such  rating or of a possible  change in any such  rating  that does not  indicate  the  direction  of the
         possible change.

(h)      Prior to the Closing Date, the Company shall have furnished to the Representatives such further
         information, certificates and documents as the Representatives may reasonably request.

                  If any of the  conditions  specified in this Section 6 shall not have been  fulfilled when and as
provided in this  Agreement,  or if any of the  opinions  and  certificates  mentioned  above or  elsewhere in this
Agreement  shall not be reasonably  satisfactory in form and substance to the  Representatives  and counsel for the
Underwriters,  this Agreement and all obligations of the Underwriters  hereunder may be canceled at, or at any time
prior to, the Closing Date by the  Representatives.  Notice of such  cancellation  shall be given to the Company in
writing or by telephone or facsimile confirmed in writing.

                  The  documents  required to be  delivered by this  Section 6  shall be delivered at the office of
Cleary  Gottlieb Steen & Hamilton LLP,  counsel for the  Underwriters,  at One Liberty Plaza,  New York, NY, on the
Closing Date.

7.       Reimbursement  of  Underwriters'  Expenses.  If the sale of the  Securities  provided  for  herein  is not
consummated  because any  condition to the  obligations  of the  Underwriters  set forth in Section 6 hereof is not
satisfied,  because of any  termination  pursuant to  Section 10  hereof or because of any  refusal,  inability  or
failure on the part of the Company to perform any agreement  herein or comply with any provision  hereof other than
by reason of a default by any of the  Underwriters,  the Company will reimburse the Underwriters  severally through
Citigroup  Global  Markets  Inc.  on  demand  for  all  out-of-pocket   expenses  (including  reasonable  fees  and
disbursements  of counsel) that shall have been incurred by them in connection with the proposed  purchase and sale
of the Securities.

8.       Indemnification   and  Contribution.   (a)  The  Company  agrees  to  indemnify  and  hold  harmless  each
Underwriter,  the directors,  officers,  employees and agents of each  Underwriter and each person who controls any
Underwriter  within the meaning of either the Act or the Exchange Act against any and all losses,  claims,  damages
or liabilities,  joint or several,  to which they or any of them may become subject under the Act, the Exchange Act
or other  Federal or state  statutory  law or  regulation,  at common  law or  otherwise,  insofar as such  losses,
claims,  damages  or  liabilities  (or  actions  in  respect  thereof)  arise out of, or are based  upon any untrue
statement  or  alleged  untrue  statement  of a material  fact  contained  in the  registration  statement  for the
registration of the Securities as originally filed or in any amendment  thereof,  or in any Preliminary  Prospectus
or the  Prospectus,  or in any  amendment  thereof  or  supplement  thereto,  or arise out of or are based upon the
omission or alleged omission to state therein a material fact

Page 16

required to be stated therein or necessary to make the  statements  therein not  misleading,  and
agrees to reimburse each such indemnified party, as incurred,  for any legal or other expenses  reasonably incurred
by them in  connection  with  investigating  or  defending  any such  loss,  claim,  damage,  liability  or action;
provided,  however,  that the Company will not be liable in any such case to the extent that any such loss,  claim,
damage or  liability  arises out of or is based upon any such  untrue  statement  or alleged  untrue  statement  or
omission or alleged  omission made therein in reliance upon and in conformity  with written  information  furnished
to the  Company  by or on  behalf  of any  Underwriter  through  the  Representatives  specifically  for  inclusion
therein.  This indemnity agreement will be in addition to any liability which the Company may otherwise have.

(b)      Each  Underwriter  severally and not jointly  agrees to indemnify  and hold harmless the Company,  each of
its  directors,  each of its  officers  who signs the  Registration  Statement,  and each person who  controls  the
Company  within the meaning of either the Act or the Exchange  Act, to the same extent as the  foregoing  indemnity
from the Company to each Underwriter,  but only with reference to written information  relating to such Underwriter
furnished  to the  Company  by or on  behalf of such  Underwriter  through  the  Representatives  specifically  for
inclusion in the documents  referred to in the foregoing  indemnity.  This indemnity  agreement will be in addition
to any liability  which any  Underwriter  may otherwise  have.  The Company  acknowledges  that the  statements set
forth in the last  paragraph  of the cover  page  regarding  delivery  of the  Securities  and,  under the  heading
"Underwriting,"  (i) the list of Underwriters  and their  respective  participation  in the sale of the Securities,
(ii) the  sentences  related to concessions and  reallowances  and (iii) the  paragraph  related to  stabilization,
syndicate covering  transactions and penalty bids in any Preliminary  Prospectus and the Prospectus  constitute the
only  information  furnished  in  writing  by or on  behalf  of  the  several  Underwriters  for  inclusion  in any
Preliminary Prospectus or the Prospectus.

(c)      Promptly after receipt by an indemnified  party under this Section 8 of notice of the  commencement of any
action,  such indemnified  party will, if a claim in respect thereof is to be made against the  indemnifying  party
under this Section 8, notify the indemnifying party in writing of the commencement  thereof;  but the failure so to
notify the  indemnifying  party (i) will not relieve it from liability under  paragraph (a) or (b) above unless and
to the  extent it did not  otherwise  learn of such  action  and such  failure  results  in the  forfeiture  by the
indemnifying  party of substantial  rights and defenses and (ii) will not, in any event,  relieve the  indemnifying
party  from any  obligations  to any  indemnified  party  other than the  indemnification  obligation  provided  in
paragraph (a)  or (b) above.  The  indemnifying  party  shall be entitled  to appoint  counsel of the  indemnifying
party's  choice at the  indemnifying  party's  expense to represent the  indemnified  party in any action for which
indemnification  is sought (in which case the  indemnifying  party shall not thereafter be responsible for the fees
and expenses of any separate  counsel  retained by the  indemnified  party or parties  except as set forth  below);
provided,  however,  that  such  counsel  shall be  satisfactory  to the  indemnified  party.  Notwithstanding  the
indemnifying  party's election to appoint counsel to represent the indemnified party in an action,  the indemnified
party shall have the right to employ separate counsel  (including local counsel),  and the indemnifying party shall
bear the  reasonable  fees,  costs and expenses of such  separate  counsel if (i) the use of counsel  chosen by the
indemnifying  party to  represent  the  indemnified  party would  present such counsel with a conflict of interest,
(ii) the actual or potential  defendants in, or targets of, any such action include both the indemnified  party and
the indemnifying party and the indemnified party shall have reasonably

Page 17


concluded  that there may be legal  defenses  available  to it and/or other  indemnified  parties
which are different from or additional to those available to the indemnifying party,  (iii) the  indemnifying party
shall not have employed counsel  satisfactory to the indemnified  party to represent the indemnified party within a
reasonable time after notice of the institution of such action or (iv) the  indemnifying  party shall authorize the
indemnified  party to employ separate  counsel at the expense of the  indemnifying  party.  An  indemnifying  party
will not,  without the prior written  consent of the  indemnified  parties,  settle or compromise or consent to the
entry of any judgment with respect to any pending or  threatened  claim,  action,  suit or proceeding in respect of
which  indemnification or contribution may be sought hereunder  (whether or not the indemnified  parties are actual
or  potential  parties to such  claim or  action)  unless  such  settlement,  compromise  or  consent  includes  an
unconditional  release of each  indemnified  party from all liability  arising out of such claim,  action,  suit or
proceeding.

(d)      In the event that the indemnity  provided in  paragraph (a)  or (b) of this Section 8 is unavailable to or
insufficient  to hold harmless an  indemnified  party for any reason,  the Company and the  Underwriters  severally
agree to contribute to the aggregate  losses,  claims,  damages and liabilities  (including legal or other expenses
reasonably  incurred in connection  with  investigating  or defending  same)  (collectively  "Losses") to which the
Company and one or more of the  Underwriters  may be subject in such  proportion as is  appropriate  to reflect the
relative  benefits  received by the Company on the one hand and by the  Underwriters on the other from the offering
of the  Securities;  provided,  however,  that in no case shall any  Underwriter  (except as may be provided in any
                     --------   -------
agreement  among  underwriters  relating to the offering of the Securities) be responsible for any amount in excess
of the underwriting  discount or commission  applicable to the Securities purchased by such Underwriter  hereunder.
If the allocation  provided by the immediately  preceding  sentence is unavailable for any reason,  the Company and
the  Underwriters  severally  shall  contribute  in such  proportion  as is  appropriate  to reflect  not only such
relative  benefits but also the relative fault of the Company on the one hand and of the  Underwriters on the other
in  connection  with the  statements  or  omissions  which  resulted in such  Losses as well as any other  relevant
equitable  considerations.  Benefits  received by the Company shall be deemed to be equal to the total net proceeds
from the offering (before deducting  expenses)  received by it, and benefits received by the Underwriters  shall be
deemed to be equal to the total  underwriting  discounts  and  commissions,  in each case as set forth on the cover
page of the  Prospectus.  Relative  fault shall be  determined  by reference  to, among other  things,  whether any
untrue or any alleged untrue  statement of a material fact or the omission or alleged  omission to state a material
fact relates to information  provided by the Company on the one hand or the  Underwriters on the other,  the intent
of the parties and their  relative  knowledge,  access to  information  and  opportunity to correct or prevent such
untrue  statement or omission.  The Company and the  Underwriters  agree that it would not be just and equitable if
contribution  were determined by pro rata allocation or any other method of allocation  which does not take account
of the  equitable  considerations  referred to above.  Notwithstanding  the  provisions of this  paragraph (d),  no
person  guilty of fraudulent  misrepresentation  (within the meaning of Section 11(f) of the Act) shall be entitled
to  contribution  from any person who was not guilty of such  fraudulent  misrepresentation.  For  purposes of this
Section 8, each person who  controls an  Underwriter  within the meaning of either the Act or the  Exchange Act and
each director,  officer,  employee and agent of an Underwriter  shall have the same rights to  contribution as such
Underwriter,  and each person who  controls the Company  within the meaning of either the Act or the Exchange  Act,
each officer of the Company who shall have signed the Registration

Page 18



Statement  and each  director of the Company  shall have the same rights to  contribution  as the
Company, subject in each case to the applicable terms and conditions of this paragraph (d).

9.       Default by an  Underwriter.  If any one or more  Underwriters  shall fail to  purchase  and pay for any of
the Securities  agreed to be purchased by such  Underwriter or Underwriters  hereunder and such failure to purchase
shall  constitute a default in the  performance of its or their  obligations  under this  Agreement,  the remaining
Underwriters  shall  be  obligated  severally  to take up and pay for  (in the  respective  proportions  which  the
principal  amount of  Securities  set forth  opposite  their  names in  Schedule  I hereto  bears to the  aggregate
principal  amount of Securities  set forth  opposite the names of all the remaining  Underwriters)  the  Securities
which the defaulting  Underwriter or Underwriters  agreed but failed to purchase;  provided,  however,  that in the
                                                                                   --------   -------
event that the aggregate  principal  amount of Securities which the defaulting  Underwriter or Underwriters  agreed
but failed to purchase  shall exceed 10% of the aggregate  principal  amount of Securities  set forth in Schedule I
hereto,  the remaining  Underwriters shall have the right to purchase all, but shall not be under any obligation to
purchase any, of the Securities,  and if such nondefaulting  Underwriters do not purchase all the Securities,  this
Agreement will  terminate  without  liability to any  nondefaulting  Underwriter or the Company.  In the event of a
default by any  Underwriter  as set forth in this Section 9, the Closing  Date shall be postponed  for such period,
not exceeding  five Business Days, as the  Representatives  shall  determine in order that the required  changes in
the Registration  Statement and the Prospectus or in any other documents or arrangements  may be effected.  Nothing
contained in this Agreement shall relieve any defaulting  Underwriter of its liability,  if any, to the Company and
any nondefaulting Underwriter for damages occasioned by its default hereunder.

10.      Termination.  This  Agreement  shall  be  subject  to  termination  in  the  absolute  discretion  of  the
Representatives,  by notice  given to the Company  prior to delivery of and payment for the  Securities,  if at any
time prior to such time (i) trading in the Company's  Common Stock shall have been  suspended by the  Commission or
the New York  Stock  Exchange or trading in  securities  generally on the New York Stock  Exchange  shall have been
suspended or limited or minimum  prices shall have been  established on such  Exchange,  (ii) a banking  moratorium
shall have been declared  either by Federal or New York State  authorities or  (iii) there  shall have occurred any
outbreak or escalation of  hostilities,  declaration by the United States of a national  emergency or war, or other
calamity  or crisis the effect of which on  financial  markets is such as to make it, in the sole  judgment  of the
Representatives,  impractical  or  inadvisable  to proceed  with the  offering  or delivery  of the  Securities  as
contemplated by the Prospectus (exclusive of any supplement thereto).

11.      Representations  and  Indemnities to Survive.  The  respective  agreements,  representations,  warranties,
indemnities  and other  statements  of the Company or its  officers  and of the  Underwriters  set forth in or made
pursuant to this  Agreement  will remain in full force and effect,  regardless of any  investigation  made by or on
behalf of any  Underwriter  or the Company or any of the  officers,  directors,  employees,  agents or  controlling
persons  referred  to in Section 8 hereof,  and will  survive  delivery  of and  payment  for the  Securities.  The
provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

12.      Notices.  All communications  hereunder will be in writing and effective only on receipt,  and, if sent to
the Representatives, will be mailed, delivered or sent by facsimile

Page 19


transmission to the Citigroup  Global Markets Inc.  General Counsel (fax no.: (212) 816-7912) and
confirmed to the General  Counsel,  Citigroup  Global  Markets Inc., at 388 Greenwich  Street,  New York, NY 10013,
Attention:  General Counsel;  and J.P. Morgan  Securities Inc. at 270 Park Avenue,  New York, NY 10017,  Attention:
High Grade  Syndicate  Desk - 8th floor.  (fax no: (212)  834-6081);  or, if sent to the  Company,  will be mailed,
delivered or sent by facsimile  transmission to Southern  California  Edison  Company,  Assistant  Treasurer,  2244
Walnut Grove Avenue,  Rosemead,  CA 91770 (fax no. (626)  302-1472),  and confirmed to the attention of the General
Counsel at the same address, c/o Michael A. Henry (fax no. (626) 302-2610).

13.      Successors.  This  Agreement  will  inure to the  benefit of and be binding  upon the  parties  hereto and
their respective successors and the officers,  directors,  employees, agents and controlling persons referred to in
Section 8 hereof, and no other person will have any right or obligation hereunder.

14.      Applicable  Law.  This  Agreement  will be governed by and  construed in  accordance  with the laws of the
State of New York applicable to contracts made and to be performed within the State of New York.

15.      Counterparts.  This Agreement may be signed in one or more  counterparts,  each of which shall  constitute
an original and all of which together shall constitute one and the same agreement.

16.      Headings.  The  section  headings  used  herein  are  for  convenience  only  and  shall  not  affect  the
construction hereof.

17.      Definitions.  The terms which follow, when used in this Agreement, shall have the meanings indicated.

                  "Act" shall mean the  Securities  Act of 1933, as amended,  and the rules and  regulations of the
         Commission promulgated thereunder.

                  "Business  Day" shall mean any  day other  than a Saturday,  a Sunday or a legal holiday or a day
         on which banking  institutions  or trust companies are authorized or obligated by law to close in New York
         City.

                  "Commission" shall mean the Securities and Exchange Commission.

                  "Effective  Date"  shall  mean  each  date  and  time  that  the  Registration   Statement,   any
         post-effective  amendment or  amendments  thereto and any  Rule 462(b)  Registration  Statement  became or
         become effective.

                  "Exchange  Act" shall mean the  Securities  Exchange Act of 1934,  as amended,  and the rules and
         regulations of the Commission promulgated thereunder.

                  "Execution  Time" shall mean the date and time that this  Agreement is executed and  delivered by
         the parties hereto.



Page 20


                  "Material  Adverse  Effect"  shall  mean,  with  respect  to the  Company,  any  effect  that  is
         materially  adverse  to  the  condition  (financial  or  otherwise),   prospects,  earnings,  business  or
         properties  of  the  Company  and  its  subsidiaries,  taken  as a  whole,  whether  or not  arising  from
         transactions in the ordinary course of business.

                  "Preliminary  Prospectus"  shall mean any preliminary  prospectus  referred to in  paragraph 1(a)
         above and any preliminary  prospectus  included in the  Registration  Statement at the Effective Date that
         omits Rule 430A Information.

                  "Prospectus"  shall mean the prospectus  relating to the Securities  that is first filed pursuant
         to Rule 424(b)  after the Execution Time or, if no filing pursuant to Rule 424(b) is required,  shall mean
         the form of final  prospectus  relating to the Securities  included in the  Registration  Statement at the
         Effective Date.

                  "Registration  Statement" shall mean the  registration  statement  referred to in  paragraph 1(a)
         above,  including  exhibits  and  financial  statements,  as amended  at the  Execution  Time (or,  if not
         effective at the  Execution  Time, in the form in which it shall become  effective)  and, in the event any
         post-effective  amendment  thereto or any Rule 462(b)  Registration  Statement  becomes effective prior to
         the  Closing  Date,  shall  also  mean such  registration  statement  as so  amended  or such  Rule 462(b)
         Registration  Statement,  as the case may be. Such term shall include any Rule 430A  Information deemed to
         be included therein at the Effective Date as provided by Rule 430A.

                  "Rule 424", "Rule 430A" and "Rule 462" refer to such rules under the Act.

                  "Rule 430A  Information"  shall mean  information with respect to the Securities and the offering
         thereof  permitted to be omitted from the  Registration  Statement when it becomes  effective  pursuant to
         Rule 430A.

                  "Rule 462(b)  Registration  Statement"  shall mean a  registration  statement and any  amendments
         thereto filed  pursuant to  Rule 462(b)  relating to the offering  covered by the  registration  statement
         referred to in Section 1(a) hereof.

                  "Trust  Indenture Act" shall mean the Trust Indenture Act of 1939, as amended,  and the rules and
         regulations of the Commission promulgated thereunder.



Page 21




                  If the foregoing is in  accordance  with your  understanding  of our  agreement,  please sign and
return to us the enclosed  duplicate  hereof,  whereupon this letter and your acceptance  shall represent a binding
agreement among the Company and the several Underwriters.

                                                     Very truly yours,


                                                     SOUTHERN CALIFORNIA EDISON COMPANY


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


The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.


CITIGROUP GLOBAL MARKETS INC.


By:  /s/ David Blackford
     --------------------------------------
     Name:  David Blackford
     Title:    Vice President


J.P. MORGAN SECURITIES INC.


By:  /s/ Robert Bottamedi
     --------------------------------------
     Name: Robert Bottamedi
     Title:   Vice President

For themselves and the other
several Underwriters named in
Schedule I to the foregoing
Agreement.





                                                    SCHEDULE I
                                                    ----------



                                                                  Principal Amount of 2005E Bonds to
Underwriter                                                                 be Purchased
-----------                                                       ----------------------------------


Citigroup Global Markets Inc...................................         $122,500,000

J.P. Morgan Securities Inc.....................................          122,500,000

Credit Suisse First Boston LLC.................................           26,250,000

Greenwich Capital Markets, Inc. ...............................           26,250,000

UBS Securities LLC.............................................           26,250,000

Wells Fargo Securities, LLC....................................           26,250,000
                                                                        ------------
                        Total..................................         $350,000,000
                                                                        ============