EXECUTION COPY - Edison International

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(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
This Second Supplemental Indenture may be executed in any number ofcounterparts, each of which when so executed shall be deemed to be an original, but all suchcounterparts shall together constitute but one and the same instrument.SECTION 3.4GOVERNING LAW.THIS SECOND SUPPLEMENTAL INDENTURE AND EACH 2016 NOTESHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWSOF THE STATE OF NEW YORK.4
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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
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orders or instructions shall be req
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issue and, upon receipt of an Authe
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a certificate from such holder in t
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(C) such transfer is effected by a
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from such Holder in the form of Exh
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SECURITY IN AN OFFSHORE TRANSACTION
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transfer tax or similar governmenta
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the destruction of all canceled Not
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In the event that the Company propo
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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 and 72: ASSIGNMENT FORMTo assign this Note,
Page 73 and 74: EXHIBIT BFORM OF CERTIFICATE OF TRA
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: "Additional Notes" means additional
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EXECUTION COPY - Edison International

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