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EXECUTION COPY - Edison International

EXECUTION COPY - Edison International

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3. PAYING AGENT AND REGISTRAR. Initially, Wells Fargo Bank, NationalAssociation, the Trustee under the Indenture, will act as Paying Agent and Registrar. TheCompany may change any Paying Agent or Registrar without notice to any Holder. TheCompany or any of its Subsidiaries may act in any such capacity.4. INDENTURE. The Company issued this Note under an Indenture, dated as ofJune 6, 2006 (the "Original Indenture"), between the Company and the Trustee, as supplementedby the [ ] Supplemental Indenture, dated as of __________ , __________ (the "[ ] SupplementalIndenture"), between the Company and the Trustee (the Original Indenture, as so supplemented,and as the same may be amended, modified and further supplemented, the "Indenture"). Theterms of this Note include those stated in the Indenture and those made part of the Indenture byreference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). ThisNote is subject to all such terms, and Holders are referred to the Indenture and such Act for astatement of such terms. To the extent any provision of this Note conflicts with the expressprovisions of the Indenture, the provisions of the Indenture shall govern and be controlling. TheNotes are unsecured obligations of the Company[, and the series of Notes of which this Note is apart is limited to $_____ million in aggregate principal amount.] [the aggregate principal amountof the series of Notes of which this Note is a part is unlimited.]5. REDEMPTION.[Insert relevant provisions if the series of Notes is redeemable pursuant to the applicableSeries Supplemental Indenture]6. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30days but not more than 60 days before the redemption date to each Holder whose Notes are to beredeemed at its last registered address. Subject to payment by the Company of a sum sufficientto pay the amount due on redemption, interest on the Notes ceases to accrue upon the date dulyfixed for redemption of the Notes.7. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes of this series areissuable only in registered form without coupons in denominations of $2,000 and integralmultiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may beexchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder,among other things, to furnish appropriate endorsements and transfer documents and theCompany may require a Holder to pay taxes and fees required by law or permitted by theIndenture. The Company need not exchange or register the transfer of any Note or portion of aNote selected for redemption, except for the unredeemed portion of any Note being redeemed inpart. Also, the Company need not exchange or register the transfer of any Notes for a period of15 days before a selection of Notes to be redeemed or during the period between a record dateand the corresponding Interest Payment Date.8. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treatedas its owner for all purposes.9. AMENDMENT, SUPPLEMENT. With the consent of the Holders of not less thana majority in aggregate principal amount of the Notes at the time Outstanding, evidenced as inthe Indenture provided, the Indenture or any supplemental indentures or the rights of the Holdersof the Notes may be modified; provided that no such modification shall (a) change the StatedA-3

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