EXECUTION COPY - Edison International

Maturity of the principal of, or any installment of principal of or interest on, any Note, or reducethe principal amount thereof, or reduce the rate or extend the time of payment of interest thereon,or reduce any amount payable on the redemption thereof or impair or affect the rights of anyNoteholder to institute suit for the enforcement of any payment on or with respect to any Note orchange the place or currency of payment of principal of, or interest on, any Note, in each casewithout the consent of the Holder of each Note so affected, or (b) without the consent of theHolders of all Notes then outstanding, (i) reduce the aforesaid percentage of Notes the consent ofthe Holders of which is required for any such modification, or the percentage of Notes theconsent of Holders of which is required for any waiver provided for in the Indenture, (ii) changeany obligation of the Company to maintain an office or agency for payment of and transfer andexchange of the Notes or (iii) make certain changes to provisions relating to the waiver of pastdefaults or to the provisions for supplementing the Indenture with the consent of the Holders.10. DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30 daysin the payment when due of interest on the Notes; (ii) default in payment when due of principalof or premium, if any, on the Notes when the same becomes due and payable at maturity, uponredemption or otherwise, (iii) failure by the Company for 90 days after notice to the Company bythe Trustee or the Holders of at least 25% in principal amount of the Notes then outstandingvoting as a single class to comply with certain other agreements in the Indenture or the Notes; (iv)default under certain other agreements relating to Indebtedness of the Company which defaultresults in the acceleration of such Indebtedness prior to its express maturity; (v) certain finaljudgments for the payment of money that remain undischarged for a period of 90 days; and (vi)certain events of bankruptcy or insolvency with respect to the Company. If any Event of Defaultoccurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of thethen outstanding Notes may declare the principal of all the Notes and the interest accrued thereonto be due and payable immediately. Notwithstanding the foregoing, in the case of an Event ofDefault arising from certain events of bankruptcy or insolvency, all outstanding Notes willbecome due and payable without further action or notice. Holders may not enforce the Indentureor the Notes except as provided in the Indenture. Holders of a majority in aggregate principalamount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of allof the Notes waive any past Default or Event of Default except a Default (a) in the payment ofprincipal of, premium, if any, or interest on, any of the Notes or (b) in respect of a covenant orprovision in the Indenture that cannot be modified or amended without the consent of theHolders of each Note affected. The Company is required to deliver to the Trustee annually astatement regarding compliance with the Indenture, and the Company is required upon becomingaware of any Default or Event of Default, to deliver to the Trustee a statement specifying suchDefault or Event of Default.11. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or anyother capacity, may make loans to, accept deposits from, and perform services for the Companyor its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not theTrustee.12. NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporatoror stockholder of the Company, as such, shall not have any liability for any obligations of theCompany under the Notes, the Indenture or any indenture supplemental thereto or for any claimbased on, in respect of, or by reason of, such obligations or their creation. Each Holder byaccepting a Note waives and releases all such liability. The waiver and release are part of theconsideration for the issuance of the Notes.A-4