EXECUTION COPY - Edison International

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*The following exchanges of a part of this Global Note for an interest in another GlobalNote or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Notefor an interest in this Global Note, have been made:Principal AmountSignature ofAmount of decrease in Amount of increase in of this Global Note authorized officer ofPrincipal Amount Principal Amount following such decrease Trustee orDate of Exchange of this Global Note of this Global Note (or increase) Custodian* This schedule should be included only if the Note is issued in global form.A-7
EXHIBIT BFORM OF CERTIFICATE OF TRANSFER<strong>Edison</strong> Mission Energy18101 Von Karman AvenueSuite 1700Irvine, California 92612Wells Fargo Bank, National Association707 Wilshire Blvd, 17th FloorLos Angeles, California 90017Attention: Corporate Trust AdministrationRe: [ ]% Senior Notes due [ ]Reference is hereby made to the Indenture, dated as of June 6, 2006 and the [ ] SeriesSupplemental Indenture, dated as of ___, ____) (together, the "Indenture") each between <strong>Edison</strong>Mission Energy, as issuer (the "Company"), and Wells Fargo Bank, National Association, astrustee. Capitalized terms used but not defined herein shall have the meanings given to them inthe Indenture._______________, (the "Transferor") owns and proposes to transfer the Note[s] orinterest in such Note[s] specified in Annex A hereto, in the principal amount of $__________ insuch Note[s] or interests (the "Transfer"), to __________ (the "Transferee "), as further specifiedin Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:[CHECK ALL THAT APPLY]1. Check if Transferee will take delivery of a beneficial interest in the 144AGlobal Note or a Restricted Definitive Note Pursuant to Rule 144A. The Transfer is beingeffected pursuant to and in accordance with Rule 144A under the United States Securities Act of1933, as amended (the "Securities Act"), and, accordingly, the Transferor hereby further certifiesthat the beneficial interest or Definitive Note is being transferred to a Person that the Transferorreasonably believed and believes is purchasing the beneficial interest or Definitive Note for itsown account, or for one or more accounts with respect to which such Person exercises soleinvestment discretion, and such Person and each such account is a "qualified institutional buyer"within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A; andsuch Transfer is in compliance with any applicable blue sky securities laws of any state of theUnited States. Upon consummation of the proposed Transfer in accordance with the terms of theIndenture, the transferred beneficial interest or Definitive Note will be subject to the restrictionson transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/orthe Definitive Note and in the Indenture and the Securities Act.B-1
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Exhibit 4.1EXECUTION COPYINDENTURED
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TABLE OF CONTENTSPageARTICLE 1.DEFI
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Section 7.4Section 7.5Documents to
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INDENTURE, dated as of June 6, 2006
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"Capital Stock" means:(1) in the ca
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cash deposits are otherwise provide
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Trustee or with any paying agent (o
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"Trustee" means the entity identifi
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Handbook" of Clearstream shall be a
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Corporate Trust Office. The Company
Page 21 and 22: orders or instructions shall be req
Page 23 and 24: issue and, upon receipt of an Authe
Page 25 and 26: a certificate from such holder in t
Page 27 and 28: (C) such transfer is effected by a
Page 29 and 30: from such Holder in the form of Exh
Page 31 and 32: SECURITY IN AN OFFSHORE TRANSACTION
Page 33 and 34: transfer tax or similar governmenta
Page 35 and 36: the destruction of all canceled Not
Page 37 and 38: In the event that the Company propo
Page 39 and 40: Notes shall have already become due
Page 41 and 42: and, in the event that the Trustee
Page 43 and 44: Trustee for 60 days after its recei
Page 45 and 46: (a) prior to the occurrence of an E
Page 47 and 48: appointed with due care, and shall
Page 49 and 50: (b)In case at any time any of the f
Page 51 and 52: ARTICLE 6.CONCERNING THE NOTEHOLDER
Page 53 and 54: (b) to evidence the succession of a
Page 55 and 56: the Trustee, the Company and the Ho
Page 57 and 58: ARTICLE 9.SATISFACTION AND DISCHARG
Page 59 and 60: accordance with their terms (withou
Page 61 and 62: ARTICLE 10.REDEMPTION OF NOTESSecti
Page 63 and 64: y the Company or any Noteholder to
Page 65 and 66: IN WITNESS WHEREOF, the parties her
Page 67 and 68: [Back of Note]_____ % Senior Notes
Page 69 and 70: Maturity of the principal of, or an
Page 71: ASSIGNMENT FORMTo assign this Note,
Page 75 and 76: certification is supported by (1) a
Page 77 and 78: ANNEX A TO CERTIFICATE OF TRANSFER1
Page 79 and 80: Company a signed letter substantial
Page 81 and 82: interest in a Restricted Global Not
Page 83 and 84: Exhibit 4.1.1EXECUTION COPYFIRST SU
Page 85 and 86: "Additional Notes" means additional
Page 87 and 88: This First Supplemental Indenture m
Page 89 and 90: Exhibit 4.1.2EXECUTION COPYSECOND S
Page 91 and 92: "Additional Notes" means additional
Page 93 and 94: This Second Supplemental Indenture
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EXECUTION COPY - Edison International

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