EXECUTION COPY - Edison International

(iv) Transfer and Exchange of Beneficial Interests in the Restricted GlobalNote of a Series for Beneficial Interests in the Unrestricted Global Note of Such Series.A beneficial interest in the Restricted Global Note of a series may be exchanged by anyholder thereof for a beneficial interest in the Unrestricted Global Note of such series, ortransferred to a Person who takes delivery thereof in the form of a beneficial interest inthe Unrestricted Global Note of such series, if the exchange or transfer complies with therequirements of Section 2.7(b)(ii) and:(A) such exchange or transfer is effected pursuant to the RegisteredExchange Offer in accordance with the Registration Rights Agreement and theholder of the beneficial interest to be exchanged, in the case of an exchange, orthe transferee, in the case of a transfer, certifies in the applicable Letter ofTransmittal that it is not (1) a Broker-Dealer, (2) a Person participating in thedistribution of the Exchange Notes or (3) a Person who is an affiliate (as definedin Rule 144) of the Company (or such other certification as the Companydetermines to be required under applicable law);(B) such transfer is effected pursuant to the Shelf RegistrationStatement in accordance with the Registration Rights Agreement;(C) such transfer is effected by a Broker-Dealer pursuant to theRegistered Exchange Offer Registration Statement in accordance with theRegistration Rights Agreement; or(D)the Registrar receives the following:(1) if the holder of such beneficial interest in a RestrictedGlobal Note proposes to exchange such beneficial interest for a beneficialinterest in the Unrestricted Global Note of such series, a certificate fromsuch holder in the form of Exhibit C hereto, including the certifications initem (l)(a) thereof; or(2) if the holder of such beneficial interest in a RestrictedGlobal Note proposes to transfer such beneficial interest to a Person whoshall take delivery thereof in the form of a beneficial interest in theUnrestricted Global Note of such series, a certificate from such holder inthe form of Exhibit B hereto, including the certifications in item (4)thereof;and, in each such case set forth in this subparagraph (D), if the Company sorequests or if the Applicable Procedures so require, an Opinion of Counsel inform reasonably acceptable to the Company to the effect that such exchange ortransfer is in compliance with the Securities Act and that the restrictions ontransfer contained herein and in the Private Placement Legend are no longerrequired in order to maintain compliance with the Securities Act.If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time whenan Unrestricted Global Note of the applicable series has not yet been issued, the Company shall16