EXECUTION COPY - Edison International

Section 3.2Appointment to Fill Vacancy in Office of Trustee.The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,shall appoint, in the manner provided in Section 5.9 hereof, a Trustee, so that there shall at alltimes be a Trustee hereunder.Section 3.3Certificate to Trustee, Notices of Defaults.The Company shall furnish to the Trustee (i) on or before March 31 in each year(beginning with March 31, 2007) a brief certificate from the principal executive, financial oraccounting officer of the Company as to his or her knowledge of the Company's compliance withall covenants under this Indenture (such compliance to be determined without regard to anyperiod of grace or requirement of notice provided under this Indenture) and (ii) upon becomingaware of any Default or Event of Default, a statement specifying such Default or Event ofDefault. Within 30 days of its becoming aware of any Default or Event of Default, the Trusteeshall provide the Holders with a notice specifying such Default or Event of Default.Section 3.4Reports by the Company.(a) The Company shall deliver to the Trustee and provide Noteholders, within 15days after it files them with the SEC, copies of its annual reports and of the information,documents and other reports that the Company is required to file with the SEC pursuant toSection 13 or 15(d) of the Exchange Act, and shall deliver to the Trustee copies of any otherreport that the Company files with the SEC. Delivery of such reports, information anddocuments to the Trustee is for informational purposes only and the Trustee's receipt of suchshall not constitute constructive notice of any information contained therein, including theCompany's compliance with any of its covenants contained hereunder.(b) The Company shall, for so long as any Notes remain outstanding, if at any time itis not required to file with the SEC the reports required by clause (a) of this Section 3.4, furnishto the Holders of Notes and to securities analysts and prospective investors, upon their request,the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.Section 3.5Restrictions on Liens.The Company shall not pledge, mortgage or hypothecate, or permit to exist, anymortgage, pledge or other lien upon any property at any time directly owned by the Company tosecure any indebtedness for money borrowed that is incurred, issued, assumed or guaranteed bythe Company ("Indebtedness"), without providing for the Notes to be equally and ratably securedwith any and all such Indebtedness and with any other Indebtedness similarly entitled to beequally and ratably secured; provided, however, that this restriction shall not apply to or preventthe creation or existence of (i) liens existing on the date of this Indenture, (ii) purchase moneyliens not to exceed the cost or value of the purchased property, (iii) other liens not to exceed 10%of Consolidated Net Tangible Assets, and (iv) liens granted in connection with extending,renewing, replacing or refinancing, in whole or in part, the Indebtedness (including, withoutlimitation, increasing the principal amount of such Indebtedness) secured by liens described inthe foregoing clauses (i) through (iii).30