EXECUTION COPY - Edison International

(a) There is hereby created one series of Notes designated: 7.75% SeniorNotes due June 15, 2016 (the "2016 Notes"). In accordance with the provisions of Section 2.3 ofthe Original Indenture, the Trustee will, upon receipt of an Authentication Order, authenticate (i)2016 Notes in an aggregate principal amount of $500,000,000 on the date hereof (the "InitialNotes") and (ii) Additional Notes from time to time as permitted under the Original Indenture.(b) Each of the 2016 Notes shall have and be subject to such other terms asprovided in the Indenture and shall be evidenced by one or more Notes in the form of Exhibit Ato the Indenture.SECTION 2.2Interest and Principal; Liquidated DamagesThe 2016 Notes will mature on June 15, 2016 and will bear interest at the rate of7.75% per annum. The Company will pay interest and Liquidated Damages, if any, on the 2016Notes on each June 15 and December 15, beginning on December 15, 2006, to the holders ofrecord on the immediately preceding June 1 or December 1. Interest on the 2016 Notes shallaccrue from the most recent date to which interest has been paid or, if no interest has been paid,from June 6, 2006.SECTION 2.3Redemption.The Company may redeem all or a part of the 2016 Notes at any time upon notless than 30 nor more than 60 days' prior notice mailed by first-class mail to each Holder'sregistered address, at a redemption price equal to 100% of the principal amount of the 2016Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest andLiquidated Damages, if any, to the redemption date, subject to the rights of Holders of the 2016Notes on the relevant record date to receive interest due on the relevant interest payment date.ARTICLE III.MISCELLANEOUSSECTION 3.1Execution of Supplemental Indenture.This Second Supplemental Indenture is executed and shall be construed as anindenture supplemental to the Original Indenture and, as provided in the Original Indenture, thisSecond Supplemental Indenture forms a part thereof.SECTION 3.2Concerning the Trustee.The recitals contained herein and in the 2016 Notes, except with respect to theTrustee's certificates of authentication, shall be taken as the statements of the Company, and theTrustee assumes no responsibility for the correctness of the same. The Trustee makes norepresentations as to the validity or sufficiency of this Second Supplemental Indenture or of the2016 Notes.SECTION 3.3Counterparts.3