SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K



                                 CURRENT REPORT



                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934




     Date of Report (Date of earliest event reported): October 29, 1999



                              EDISON INTERNATIONAL
             (Exact name of registrant as specified in its charter)



           CALIFORNIA                  001-9936                95-4137452
 (State or other jurisdiction of   (Commission file         (I.R.S. employer
 incorporation of organization)         number)            identification no.)



                            2244 Walnut Grove Avenue
                                 (P.O. Box 800)
                           Rosemead, California 91770
          (Address of principal executive offices, including zip code)

                                  626-302-2222
              (Registrant's telephone number, including area code)


<PAGE>


Items 1 through 4, 6, 8 and 9 are not included because they are inapplicable.

Item 5.  Other Events

     On October 29, 1999, EIX Trust II issued and delivered $325,000,000 in
liquidation amount of its 8.60% Cumulative Quarterly Income Preferred
Securities, Series B, which are guaranteed by Edison International to the extent
set forth in the Prospectus and Prospectus Supplement with respect thereto dated
July 21, 1999 and October 22, 1999, respectively. For further information
concerning these securities, refer to the exhibits contained in this Current
Report on Form 8-K.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(a)      Not applicable

(b)      Not applicable

(c)      Exhibits

Exhibit
Number                              Description
---------                           -----------

1.1       Pricing Agreement dated October 22, 1999

4.1       Supplemental Indenture No. 2 dated as of October 29, 1999

4.2       Amended and Restated Trust Agreement dated as of October 29, 1999

4.3       Guarantee Agreement dated as of October 29, 1999

4.4       8.60% Subordinated Deferrable Interest Note, Series B

4.5       8.60 % Cumulative Quarterly Income Preferred Securities, Series B

4.6       8.60% Common Securities

10.1      Note Purchase Agreement dated as of October 29, 1999

10.2      Agreement as to Expenses and Liabilities dated as of October 29, 1999


<PAGE>






                                    SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




                                     EDISON INTERNATIONAL
                                         (Registrant)

                                      KENNETH S. STEWART
                               ---------------------------------
                                      KENNETH S. STEWART
                                   Assistant General Counsel

November 3, 1999



                                Pricing Agreement


Goldman, Sachs & Co.
A.G. Edwards & Sons, Inc.
Lehman Brothers Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. Incorporated
PaineWebber Incorporated
Prudential Securities Incorporated
Salomon Smith Barney Inc.
   As Representatives of the several
     Underwriters named in Schedule I hereto
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York  10004


                                                   October 22, 1999
Ladies and Gentlemen:

         EIX Trust II, a statutory  business  trust formed under the laws of the
State  of  Delaware  (the  "Designated  Trust"),  and  Edison  International,  a
California  corporation  (the  "Company"),  propose,  subject  to the  terms and
conditions stated herein and in the Underwriting Agreement,  dated July 21, 1999
(the "Underwriting  Agreement"),  to issue and sell to the Underwriters named in
Schedule I hereto (the  "Underwriters") the Securities  specified in Schedule II
hereto (the "Designated Securities" consisting of Firm Designated Securities and
any Optional Designated Securities the Underwriters may elect to purchase).  The
principal  asset of the  Designated  Trust  consists of debt  securities  of the
Company  ("Subordinated  Debentures"),  as  specified  in  Schedule  II to  this
Agreement.  The Designated  Securities  will be guaranteed by the Company to the
extent set forth in this  Agreement with respect to such  Designated  Securities
(the  "Guarantee").  Each of the  provisions  of the  Underwriting  Agreement is
incorporated  herein by reference in its  entirety,  and shall be deemed to be a
part of this  Agreement  to the same extent as if such  provisions  had been set
forth in full herein; and each of the  representations  and warranties set forth
therein  shall be deemed to have been made at and as of the date of this Pricing
Agreement,  except that each  representation  and  warranty  which refers to the
Prospectus in Section 2 of the  Underwriting  Agreement  shall be deemed to be a
representation  or  warranty  as of the date of the  Underwriting  Agreement  in
relation to the Prospectus (as therein defined),  and also a representation  and
warranty as of the date of this Pricing  Agreement in relation to the Prospectus
as amended or supplemented  relating to the Designated  Securities which are the
subject of this Pricing Agreement.  Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein,  terms defined
in  the  Underwriting   Agreement  are  used  herein  as  therein  defined.  The
Representatives designated to act on behalf of the Representatives and on behalf
of each of the Underwriters of the Designated  Securities pursuant to Section 12
of the Underwriting Agreement and the address of the Representatives referred to
in such Section 12 are set forth at the end of Schedule II hereto.

                                       1
<PAGE>

         An  amendment to the  Registration  Statement,  or a supplement  to the
Prospectus,  as the case may be, relating to the Designated  Securities,  in the
form  heretofore  delivered  to  you  is  now  proposed  to be  filed  with  the
Commission.

         Subject  to the  terms  and  conditions  set  forth  herein  and in the
Underwriting  Agreement  incorporated  herein by reference,  (a) the  Designated
Trust  agrees  to issue  and sell to each of the  Underwriters,  and each of the
Underwriters agrees,  severally and not jointly, to purchase from the Designated
Trust, at the time and place and at the purchase price to the  Underwriters  set
forth in Schedule II hereto, the number of Firm Designated  Securities set forth
opposite the name of such Underwriter in Schedule I hereto, and (b) in the event
and to the extent that the Underwriters  shall exercise the election to purchase
Optional Designated  Securities,  as provided below, the Designated Trust agrees
to issue  and  sell to each of the  Underwriters,  and each of the  Underwriters
agrees,  severally and not jointly, to purchase from the Designated Trust at the
purchase price to the  Underwriters set forth in Schedule II hereto that portion
of the number of Optional Designated  Securities as to which such election shall
have been exercised.

         The  Designated  Trust hereby  grants to each of the  Underwriters  the
right to  purchase at their  election  up to the number of  Optional  Designated
Securities set forth opposite the name of such  Underwriter in Schedule I hereto
on the terms referred to in the paragraph above for the sole purpose of covering
over-allotments in the sale of the Firm Designated Securities. Any such election
to purchase  Optional  Designated  Securities may be exercised by written notice
from the  Representatives to the Designated Trust and the Company given within a
period of 30 calendar  days after the date of this  Pricing  Agreement,  setting
forth the aggregate number of Optional Designated Securities to be purchased and
the date on which such Optional  Designated  Securities are to be delivered,  as
determined by the  Representatives,  but in no event earlier than the First Time
of Delivery or, unless the  Representatives  and the Company and the  Designated
Trust otherwise agree in writing, no earlier than ten or later than ten business
days after the date of such notice.


                                       2
<PAGE>

         If the foregoing is in accordance with your understanding,  please sign
and return to us 10 counterparts  hereof,  and upon acceptance hereof by you, on
behalf of each of the  Underwriters,  this  letter and such  acceptance  hereof,
including the provisions of the Underwriting  Agreement  incorporated  herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Designated Trust and the Company.  It is understood that your acceptance
of this letter on behalf of each of the  Underwriters  is or will be pursuant to
the authority set forth in a form of Agreement among  Underwriters,  the form of
which shall be submitted to the Designated Trust and the Company for examination
upon request,  but without warranty on the part of the Representatives as to the
authority of the signers thereof.

                                      Very truly yours,

                                      EDISON INTERNATIONAL

                                      By:    Mary C. Simpson
                                      Name:  Mary C. Simpson
                                      Title: Assistant Treasurer


                                      EIX TRUST II
                                      By:  Edison International, as Depositor

                                      By:    Mary C. Simpson
                                      Name:  Mary C. Simpson
                                      Title: Assistant Treasurer




Accepted as of the date hereof:

GOLDMAN, SACHS & CO.
A.G. EDWARDS & SONS, INC.
LEHMAN BROTHERS INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
MORGAN STANLEY & CO. INCORPORATED
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
SALOMON SMITH BARNEY INC.
   As Representatives of the several Underwriters

By:  GOLDMAN, SACHS & CO.

By:  GOLDMAN, SACHS & CO.


                                       3
<PAGE>

                                         SCHEDULE I


                                              Number of       Maximum Number of
                                           Firm Designated   Optional Designated
                                              Securities      Securities Which
                        Underwriter        to be Purchased     May be Purchased
                        -----------        ---------------   ------------------

 Goldman, Sachs & Co. ............................1,080,000......    162,000
 A.G. Edwards & Sons, Inc. .......................1,060,000......    159,000
 Lehman Brothers Inc. ............................1,060,000......    159,000
 Merrill Lynch, Pierce, Fenner & Smith
             Incorporated.........................1,060,000......    159,000
 Morgan Stanley & Co. Incorporated................1,060,000......    159,000
 PaineWebber Incorporated.........................1,060,000......    159,000
 Prudential Securities Incorporated...............1,060,000......    159,000
 Salomon Smith Barney Inc. .......................1,060,000......    159,000
 ABN AMRO Incorporated .............................140,000......     21,000
 Banc of America Securities LLC.....................140,000......     21,000
 Bear, Stearns & Co. Inc............................140,000......     21,000
 CIBC World Markets Corp............................140,000......     21,000
 Deutsche Bank Securities Inc.......................140,000......     21,000
 Donaldson, Lufkin & Jenrette
   Securities Corporation...........................140,000......     21,000
 First Union Securities, Inc. ......................140,000......     21,000
 J.P. Morgan Securities Inc.........................140,000......     21,000
 Charles Schwab & Co., Inc..........................140,000......     21,000
 SG Cowen Securities Corporation....................140,000......     21,000
 Advest, Inc.........................................70,000......     10,500
 Robert W. Baird & Co. Incorporated..................70,000......     10,500
 Blaylock & Partners, L.P. ..........................70,000......     10,500
 J.C. Bradford & Co..................................70,000......     10,500
 BB&T Capital Markets,
   A Div of Scott & Stringfellow, Inc. ..............70,000......     10,500
 Crowell, Weedon & Co ...............................70,000           10,500
  Dain Rauscher Wessels
   a division of Dain Rauscher Incorporated..........70,000......     10,500
 Fahnestock & Co. Inc................................70,000......     10,500
 Fifth Third Securities, Inc.........................70,000......     10,500
 First Albany Corporation............................70,000......     10,500
 Gruntal & Co., L.L.C................................70,000......     10,500
 J.J.B. Hilliard, W.L. Lyons, Inc. ..................70,000           10,500
 Janney Montgomery Scott Inc.........................70,000......     10,500
 Legg Mason Wood Walker, Incorporated................70,000......     10,500
 McDonald Investments Inc.,
   A Keycorp Company ................................70,000......     10,500
 McGinn, Smith & Co., Inc............................70,000......     10,500
 Morgan Keegan & Company, Inc. ......................70,000......     10,500
 Muriel Siebert & Co., Inc. .........................70,000......     10,500
 Olde Discount Corporation...........................70,000......     10,500
 Parker/Hunter Incorporated..........................70,000......     10,500
 Raymond James & Associates, Inc.....................70,000......     10,500
 The Robinson-Humphrey Company, LLC..................70,000......     10,500
 Sutro & Co. Incorporated............................70,000......     10,500
 TD Securities (USA) Inc. ...........................70,000......     10,500
 Tucker Anthony Cleary Gull..........................70,000......     10,500
 U.S. Bancorp Piper Jaffray Inc. ....................70,000......     10,500
 Utendahl Capital Partners, L.P. ....................70,000......     10,500
 Wachovia Securities, Inc............................70,000......     10,500
 Wedbush Morgan Securities Inc.......................70,000......     10,500
 The Williams Capital Group, L.P. ...................70,000......     10,500
                                                -------------------------------

                   Total.........................12,000,000........1,800,000
                                                 ==========        =========

<PAGE>

                                   SCHEDULE II

Designated Trust:

       EIX Trust II

Title of Designated Securities:

     8.60% Cumulative Quarterly Income Preferred Securities, Series B (QUIPSSM)
     (Liquidation Amount $25 per Preferred Security)

Aggregate liquidation amount:

     Firm Designated Securities:          $300,000,000
     Optional Designated Securities:        up to $45,000,000


Price to public:

     100% of the liquidation amount of the Designated Securities

Purchase price to Underwriters:

     100% of the liquidation amount of the Designated Securities

Underwriters' compensation:

       As compensation to the Underwriters for their commitments hereunder,  and
       in view of the fact  that  the  proceeds  of the  sale of the  Designated
       Securities  will  be  used  by  the  Designated  Trust  to  purchase  the
       Subordinated  Debentures of the Company, the Company hereby agrees to pay
       at each Time of Delivery to the Representatives,  for the accounts of the
       several Underwriters,  an amount equal to $0.7875 per Designated Security
       for the Designated Securities to be delivered at each Time of Delivery.



Specified funds for payment of purchase price:

       Federal (same day) Funds


Accountants' letter to be delivered on date of Pricing Agreement:

       Yes


Trust Agreement:

       Amended and Restated Trust  Agreement  dated as of October 29, 1999 among
       the Company, as Depositor, The Chase Manhattan Bank, as Property Trustee,
       Chase Manhattan Bank Delaware,  as Delaware Trustee, the Regular Trustees
       named therein and the several Holders of Trust Securities

Designated Guarantee:

       Guarantee  Agreement dated as of October 29, 1999 between the Company and
The Chase Manhattan Bank, as Trustee

Designated Subordinated Debentures:

       $309,278,400 aggregate principal amount ($355,670,200 aggregate principal
       amount,  if all of the Optional  Designated  Securities are purchased) of
       8.60% Subordinated  Deferrable  Interest Notes, Series B, due October 29,
       2029

Maturity:

       October 29, 2029 (subject to (i)  extension to a date not later than
       October 29, 2048 and (ii)  shortening to a date not earlier
       than October 29, 2014)

Interest rate:

       8.60% per annum

Interest payment dates:

       November 30,  February 28, May 31 and August 31 of each year,  commencing
       on November 30, 1999.

Extension period:

       20 quarters

Redemption provisions:

       Set forth in Section 4.2 of the Trust Agreement

Sinking fund provisions:

       No sinking fund provisions

Exchange for Designated Securities:

       The Subordinated Debentures may be delivered in exchange for the
       Designated Securities as provided in the Trust Agreement

Time of Delivery:

       10:00 a.m., New York City time
       October 29, 1999

Closing location for delivery of Designated Securities:

       Latham & Watkins
       633 West Fifth Street, Suite 4000
       Los Angeles, California  90071

Names and addresses of Representatives:

       Goldman, Sachs & Co.
       A.G. Edwards & Sons, Inc.
       Lehman Brothers Inc.
       Merrill Lynch, Pierce, Fenner & Smith Incorporated
       Morgan Stanley & Co. Incorporated
       PaineWebber Incorporated
       Prudential Securities Incorporated
       Salomon Smith Barney Inc.

       c/o Goldman, Sachs & Co.
       85 Broad Street
       New York, New York  10004




                              EDISON INTERNATIONAL
                                       TO
                            THE CHASE MANHATTAN BANK,
                                   AS TRUSTEE

                          SUPPLEMENTAL INDENTURE NO. 2

                          Dated as of October 29, 1999

                                  $355,670,200

                  8.60% Subordinated Deferrable Interest Notes,
                                    Series B





<PAGE>

                              EDISON INTERNATIONAL

                                  $355,670,200

                  8.60% Subordinated Deferrable Interest Notes,
                                    Series B

                          SUPPLEMENTAL INDENTURE NO. 2

     SUPPLEMENTAL INDENTURE No. 2, dated as of October 29, 1999, between Edison
International, a California corporation (the "Corporation"), and The Chase
Manhattan Bank, a New York banking corporation, as Trustee (the "Trustee").


                                    RECITALS

     The Corporation and the Trustee have heretofore executed a Subordinated
Indenture, dated as of July 26, 1999 (the "Subordinated Indenture"), providing
for the issuance from time to time of series of the Corporation's Securities.

     Section 301 of the Subordinated Indenture provides for various matters with
respect to any series of Securities issued under the Subordinated Indenture to
be established in an indenture supplemental to the Subordinated Indenture.

     Section 901 of the Subordinated Indenture provides for the Corporation and
the Trustee to enter into an indenture supplemental to the Subordinated
Indenture to establish the form or terms of Securities of any series as provided
by Sections 201 or 301 of the Subordinated Indenture.

     For and in consideration of the premises and the issuance of the series of
Securities provided for herein, it is mutually covenanted and agreed, for the
equal and proportionate benefit of the Holders of the Securities of such series,
as follows:

                                    ARTICLE I

                       RELATION TO INDENTURE; DEFINITIONS

     Section 1.1 This Supplemental Indenture No. 2 constitutes an integral part
of the Subordinated Indenture.

     Section 1.2 For all purposes of this Supplemental Indenture No. 2, except
as otherwise expressly provided or unless the context otherwise requires:

                                       1
<PAGE>

     (1) capitalized terms used herein without definition shall have the
meanings specified in the Subordinated Indenture or in the Trust Agreement, as
the case may be;

     (2) the terms defined in this Article have the meanings assigned to them in
this Article and include the plural as well as the singular;

     (3) all other terms used herein which are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to them
therein;

     (4) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles,
and, except as otherwise herein expressly provided, the term "generally accepted
accounting principles" with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally accepted in the
United States of America;

     (5) unless the context otherwise requires, any reference to an "Article" or
a "Section" refers to an Article or a Section, as the case may be, of this
Supplemental Indenture No. 2; and

     (6) the words "herein", "hereof', "hereunder" and other words of similar
import refer to this Supplemental Indenture No. 2 as a whole and not to any
particular Article, Section or other subdivision.

     "Additional Interest" means the interest, if any, that shall accrue on any
interest on the Series B Securities the payment of which has not been made on
the applicable Interest Payment Date and which shall accrue at the rate per
annum as specified in Section 2.5 hereof. Whenever in the Subordinated
Indenture, this Supplemental Indenture No. 2 or the Series B Securities there is
a reference in any context to the payment of interest on the Series B
Securities, such mention shall be deemed to include mention of the payments of
the Additional Interest to the extent that Additional Interest is payable on the
Series B Securities and express mention of the payment of Additional Interest
(if applicable) in any provisions hereof shall not be construed as excluding
Additional Interest in those provisions hereof where such express mention is not
made.

     "Additional Sums" shall have the meaning specified in Section 2.9 hereof.

     "Additional Taxes" means the sum of any additional taxes, duties and other
governmental charges to which EIX Trust II has become subject from time to time
as a result of a Tax Event.

     "Allocable Amounts," when used with respect to any Senior Indebtedness,
means all amounts due or to become due on such Senior Indebtedness less, if
applicable, any amount which would have been paid to, and retained by, the
holders of such Senior Indebtedness (whether as a result of the receipt of
payments by the holders of such Senior Indebtedness from the Corporation or any
other obligor thereon or from any holders of, or trustee in respect of, other
indebtedness that is subordinate and junior in right of payment to such Senior


                                       2
<PAGE>

Indebtedness pursuant to any provision of such indebtedness for the payment over
of amounts received on account of such indebtedness to the holders of such
Senior Indebtedness or otherwise) but for the fact that such Senior Indebtedness
by its terms is subordinate or junior in right of payment to (or subject to a
requirement that amounts received on such Senior Indebtedness be paid over to
obligees on) trade accounts payable or accrued liabilities arising in the
ordinary course of business.

     "Extension Period" shall have the meaning specified in Section 2.6 hereof.

     "Indebtedness" means, with respect to any Person, whether recourse is to
all or a portion of the assets of such Person and whether or not contingent, (i)
every obligation of such Person for money borrowed; (ii) every obligation of
such Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person; (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business); (v) every capital lease obligation of such Person; (vi) all
indebtedness of such Person, whether incurred on or prior to the date of this
Supplemental Indenture No. 2 or thereafter incurred, for claims in respect of
derivative products, including interest rate, foreign exchange rate and
commodity forward contracts, options and swaps and similar arrangements; and
(vii) every obligation of the type referred to in clauses (i) through (vi) of
another Person and all dividends and operating lease payments of another Person
the payment of which, in either case, such Person has guaranteed or is
responsible or liable for, directly or indirectly, as obligor or otherwise.

     "Interest Payment Date" shall have the meaning specified in Section 2.5
hereof.

     "Investment Company Act Event" means that EIX Trust II shall have received
an Opinion of Counsel experienced in such matters to the effect that, as a
result of the occurrence of a change in law or regulation or a written change in
the interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority, there is more than an
insubstantial risk that EIX Trust II is or will be considered an "investment
company" that is required to be registered under the Investment Company Act of
1940, as amended, which change becomes effective on or after October 22, 1999.

     "junior securities" shall have the meaning specified in Section 3.15
hereof.

     "Moody's" means Moody's Investors Service, Inc.

     "Proceeding" shall have the meaning specified in Section 3.2 hereof.

     "Regular Record Date" means, for the interest payable on any Interest
Payment Date, (i) in the case of Series B Securities represented by one or more
Global Securities, the Business Day next preceding such Interest Payment Date
and (ii) in the case of Series B Securities not represented by one or more
Global Securities, the date which is fifteen days next preceding such Interest
Payment Date (whether or not a Business Day).

                                       3
<PAGE>

     "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.

     "Senior Indebtedness" means, with respect to the Series B Securities, the
principal of (and premium, if any) and interest, if any (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Corporation, whether or not such claim for
post-petition interest is allowed in such proceeding), on Indebtedness of the
Corporation, whether incurred on or prior to the date of this Supplemental
Indenture No. 2 or thereafter incurred, unless, in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is provided
that such obligations are not superior in right of payment to the Series B
Securities or to other Indebtedness which is pari passu with, or subordinated
to, the Series B Securities; provided, however, that Senior Indebtedness shall
not include (a) any Indebtedness of the Corporation which, when incurred and
without respect to any election under Section 1111(b) of the Bankruptcy Reform
Act of 1978, was without recourse to the Corporation, (b) any Indebtedness of
the Corporation to any of its subsidiaries, (c) any Indebtedness of the
Corporation to any of its employee not incurred in the ordinary course of
business, or (d) any Series B Securities.

     "Series B Securities" shall have the meaning specified in Section 2.1
hereof.

     "Special Event" means an Investment Company Act Event or a Tax Event.

     "Subordinated Payment" shall have the meaning specified in Section 3.2
hereof.

     "Tax Event" means the receipt by EIX Trust II of an Opinion of Counsel
experienced in such matters to the effect that, as a result of any amendment to,
or change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein, or as a result of any official
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, whether or not such pronouncement or judicial decision is
issued to or in connection with a proceeding involving the Corporation or EIX
Trust II or is subject to review or appeal, which amendment or change is
effective or which pronouncement or decision is announced on or after October
22, 1999 there is more than an insubstantial risk that (i) EIX Trust II is, or
will be within 90 days of the date of such Opinion of Counsel, subject to United
States federal income tax with respect to income received or accrued on the
Series B Securities, (ii) interest payable by the Corporation or original issue
discount accruing on the Series B Securities is not, or within 90 days of the
date of such Opinion of Counsel, will not be, deductible by the Corporation, in
whole or in part, for United States federal income tax purposes or (iii) EIX
Trust II is, or will be within 90 days of the date of such Opinion of Counsel,
subject to more than a minimal amount of other taxes, duties or other
governmental charges.

     "Trust Agreement" means that certain Amended and Restated Trust Agreement,
dated as of October 29, 1999, among the Corporation, as Depositor, The Chase
Manhattan Bank, as Property Trustee, Chase Manhattan Bank Delaware, as Delaware
Trustee, and the Regular Trustees named therein.



                                       4
<PAGE>

                                    ARTICLE 2

                            THE SERIES OF SECURITIES

     Section 2.1 Title of the Series B Securities. There shall be a series of
Securities designated the "8.60% Subordinated Deferrable Interest Notes, Series
B" (the "Series B Securities").

     Section 2.2 Limitation on Aggregate Principal Amount; Date of Series B
Securities. The aggregate principal amount of the Series B Securities shall be
limited to $355,670,200. Each Series B Security shall be dated the date of its
authentication.

     Section 2.3 Principal Payment Date. Subject to Section 2.4 hereof, the
principal amount of the Series B Securities Outstanding (together with any
accrued and unpaid interest (including any Additional Interest) thereon) shall
be payable in a single installment on October 29, 2029.

     Section 2.4 Shortening or Extension of Stated Maturity. The Corporation
shall have the right to (a) shorten the Stated Maturity of the principal of the
Series B Securities at any time to any date not earlier than October 29, 2014,
and (b) extend the Stated Maturity of the principal of the Series B Securities
at any time at its election for one or more periods, but in no event to a date
later than October 29, 2048; provided that, any election by the Corporation to
extend the Stated Maturity of the principal of the Series B Securities pursuant
to clause (b) above and any extension pursuant to such election, in each case,
shall be effective only if (i) the Corporation is not in bankruptcy, otherwise
insolvent or in liquidation, (ii) the Corporation is not in default in the
payment of any interest or principal on the Series B Securities, (iii) EIX Trust
II is not in arrears on payments of Distributions on the Preferred Securities,
(iv) no deferred Distributions are accumulated on the Preferred Securities and
(v) the Series B Securities are rated not less than BBB- by S&P or Baa3 by
Moody's, or the equivalent by any successor nationally recognized statistical
rating organization. In the event the Corporation elects to shorten or extend
the Stated Maturity of the Series B Securities, it shall give notice to the
Trustee, no less than 30 and no more than 60 days prior to the effectiveness
thereof. The Trustee shall give notice of such shortening or extension to the
Holders promptly upon receipt.

     Section 2.5 Interest and Interest Rates. The rate of interest on each
Series B Security shall be 8.60% per annum, accruing from October 29, 1999 and,
subject to Section 2.6 hereof, interest shall be payable, quarterly in arrears,
on November 30, February 28, May 31 and August 31 of each year (each such date,
an "Interest Payment Date"), commencing November 30, 1999. The rate of any
Additional Interest that shall accrue on each Series B Security shall be the
same rate per annum. The amount of interest payable for any period shall be
computed on the basis of a 360-day year of twelve 30-day months. For any period
of less than a full month, interest payable shall reflect interest on the Series
B Securities computed on the basis of the actual number of elapsed days based on
a month of 30 days in a 360-day year. In the event that any date on which
interest is payable on a Series B Security is not a Business Day, then a payment


                                       5
<PAGE>

of the interest payable on such date will be made on the next succeeding day
which is a Business Day (and without any interest or other payment in respect of
any such delay), except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on the date such
payment was originally payable. The interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name such Series B Security is registered in the Security
Register at the close of business on the Regular Record Date for such interest
installment. The interest so payable on any Series B Security which is not
punctually paid or duly provided for on any Interest Payment Date shall
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name such Series B Security is registered
in the Security Register at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Series B Securities not less than 10 days
prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Series B Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Subordinated
Indenture.

     Section 2.6 Extension of Interest Payment Period. (a) So long as no Event
of Default shall have occurred and be continuing, the Corporation shall have the
right, at any time during the term of the Series B Securities, from time to
time, to defer the payment of interest on the Series B Securities for up to 20
consecutive quarters with respect to each deferred period (each, an "Extension
Period"), during which Extension Periods the Corporation shall have the right to
make partial payments of interest on any Interest Payment Date. No Extension
Period shall (i) end on a date other than an Interest Payment Date or (ii)
extend beyond the Stated Maturity of the principal of the Series B Securities
(as shortened or extended pursuant to Section 2.4 hereof). At the end of any
such Extension Period the Corporation shall pay all interest then accrued and
unpaid on the Series B Securities (together with Additional Interest thereon, if
any, at the annual rate of 8.60%, compounded quarterly, to the extent permitted
by applicable law).

     (b) During any Extension Period, the Corporation shall not (i) declare or
pay any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock, (ii) make any
payment of principal of or interest or premium, if any, on or repay, repurchase
or redeem, any debt security issued by it that ranks pari passu with or junior
in interest to the Series B Securities or (iii) make any guarantee payments with
respect to any guaranty by the Corporation that by its terms rank pari passu
with or junior in interest to the Series B Securities; provided, however, that
the Corporation may (A) declare dividends in, or make distributions in, shares
of its common stock, (B) purchase its common stock if related to the issuance of
its common stock under any of the Corporation's benefit plans for its directors,
officers or employees, or (C) declare dividends in connection with any
stockholder's rights plan, issue its stock under such plan or repurchase any
rights distributed pursuant to such plan.

                                       6
<PAGE>

     (c) Prior to the termination of any Extension Period, the Corporation may
further extend the interest payment period. Notwithstanding any provision of
this Supplemental Indenture No. 2 or the Subordinated Indenture to the contrary,
no Extension Period (as so extended) shall exceed 20 consecutive quarters or
extend beyond the Stated Maturity of the Series B Securities. Upon termination
of any such Extension Period and upon the payment of all accrued and unpaid
interest and any Additional Interest then due, the Corporation may elect to
begin a new Extension Period, subject to the requirements of this Section 2.6.
No interest shall be due and payable during an Extension Period, except at the
end thereof.

     (d) The Corporation shall give the Property Trustee, the Regular Trustees
and the Trustee notice of its election to begin any such Extension Period at
least one Business Day prior to the earlier of (i) the next Distribution Date
relating to the Preferred Securities or (ii) the date the Regular Trustees are
required to give notice of the record date or the Distribution Date relating to
the Preferred Securities to the New York Stock Exchange or other applicable
self-regulatory organization or to holders of such Preferred Securities. The
Trustee shall promptly give notice of the Corporation's election to begin any
such Extension Period to the Holders of the Outstanding Series B Securities.

     Section 2.7 Place of Payment. The Place of Payment where the Series B
Securities may be presented or surrendered for payment, where the Series B
Securities may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Corporation in respect of the Series B
Securities and the Subordinated Indenture may be served shall be the Corporate
Trust Office of the Trustee.

     Section 2.8 Redemption. (a) At any time on or after October 29, 2004, the
Corporation may, at its option, subject to the terms and conditions of Article
XI of the Subordinated Indenture, redeem the Series B Securities in whole at any
time or in part from time to time, without premium or penalty, at a redemption
price equal to 100% of the principal amount thereof plus the accrued and unpaid
interest, including Additional Interest, if any, to the date fixed for
redemption; provided, however, that no partial redemption may occur during any
Extension Period; provided, further, that the Series B Securities shall be
subject to partial redemption only in the amount of $25 or integral multiples
thereof.

     (b) If a Special Event in respect of EIX Trust II shall occur and be
continuing, the Corporation may, at its option, redeem the Series B Securities
within 90 days of the occurrence of such Special Event, in whole but not in
part, subject to the provisions of Article XI of the Subordinated Indenture. The
redemption price for any Series B Security so redeemed shall be equal to 100% of
the principal amount thereof plus accrued and unpaid interest, including
Additional Interest, if any, to the date fixed for redemption.

     Section 2.9 Additional Sums. During the continuance of a Tax Event, if the
Corporation has not elected to redeem the Series B Securities pursuant to


                                       7
<PAGE>

Section 2.8 hereof or terminate EIX Trust II pursuant to Section 9.2(b) of the
Trust Agreement, the Corporation shall pay to EIX Trust II (and its permitted
successors or assigns under the Trust Agreement) for so long as EIX Trust II (or
its permitted successor or assignee) is the registered holder of the Series B
Securities, such additional amounts as may be necessary in order that the amount
of Distributions (including any Additional Amounts (as defined in the Trust
Agreement)) then due and payable by EIX Trust II on the Preferred Securities and
the Common Securities that at any time remain outstanding in accordance with the
terms thereof shall not be reduced as a result of any Additional Taxes (the
"Additional Sums"). Whenever in the Subordinated Indenture, the Series B
Securities or this Supplemental Indenture No. 2 there is a reference in any
context to the payment of principal of, premium, if any, or interest on the
Series B Securities, such mention shall be deemed to include mention of the
payments of the Additional Sums provided for in this Section 2.9 to the extent
that, in such context, Additional Sums are, were or would be payable in respect
thereof pursuant to the provisions of this Section 2.9 and express mention of
the payment of Additional Sums (if applicable) in any provisions hereof shall
not be construed as excluding Additional Sums in those provisions hereof where
such express mention is not made; provided, however, that the deferral of the
payment of interest pursuant to Section 2.6 hereof or the Series B Securities
shall not defer the payment of any Additional Sums that may be due and payable.

     Section 2.10 Exchange. At any time, the Corporation may terminate EIX Trust
II and cause the Series B Securities to be distributed to Holders of the Trust
Securities in liquidation of EIX Trust II

     Section 2.11 Denomination. The Series B Securities shall be in registered
form without coupons and shall be issuable in denominations of $25 and integral
multiples thereof.

     Section 2.12 Currency. Principal and interest and other amounts payable on
the Series B Securities shall be payable in -------------------------- United
States dollars.

     Section 2.13 Form of Series B Securities. The Series B Securities shall be
substantially in the form attached as Exhibit A hereto.

     Section 2.14 Securities Registrar and Paying Agent; Unclaimed Amounts. The
Trustee shall initially serve as Security Registrar and Paying Agent. Any amount
paid to the Trustee or any Paying Agent, or held in trust by the Corporation,
for payments on any Series B Security, that remains unclaimed at the end of two
years after such amount is due will be repaid to the Corporation.

     Section 2.15 No Sinking Fund Obligations. The Corporation has no obligation
to redeem or purchase any Series B Securities pursuant to any sinking fund or
analogous requirement or upon the happening of a specified event or at the
option of a Holder thereof.

     Section 2.16 Additional Covenants. The Corporation covenants and agrees
with each Holder of Series B Securities that it shall not (a) declare or pay any


                                       8
<PAGE>

dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any shares of its capital stock, (b) make
any payment of principal of or interest or premium, if any, on or repay,
repurchase or redeem any debt securities issued by it that rank pari passu with
or junior in interest to the Series B Securities or (c) make any guarantee
payments with respect to any guarantee by the Corporation if such guarantee
ranks pari passu with or junior in interest to the Series B Securities, if at
such time, in each case, (i) there shall have occurred any event of which the
Corporation has actual knowledge that (A) with the giving of notice or the lapse
of time or both, would constitute an Event of Default with respect to the Series
B Securities and (B) in respect of which the Corporation has not taken
reasonable steps to cure, (ii) if the Series B Securities are held by EIX Trust
II, the Corporation shall be in default with respect to its payment of any
obligations under the Guarantee relating to the Preferred Securities or (iii)
the Corporation shall have given notice of its election to begin an Extension
Period with respect to the Series B Securities as provided herein and shall not
have rescinded such notice, or such Extension Period, or any extension thereof,
shall be continuing; provided, however, that the Corporation may (1) declare
dividends in, or make distributions in, shares of its common stock, (2) purchase
its common stock if related to the issuance of its common stock under any of the
Corporation's benefit plans for its directors, officers or employees, (3)
declare dividends in connection with any stockholder's rights plan, issue its
stock under such plan or repurchase any rights distributed pursuant to such plan
or (4) make payments under the Guarantee relating to the Preferred Securities.

     The Corporation also covenants with each Holder of Series B Securities
issued to EIX Trust II (i) to maintain directly or indirectly 100% ownership of
the common securities of EIX Trust II; provided, however, that any permitted
successor of the Corporation hereunder or under the Subordinated Indenture may
succeed to the Corporation's ownership of such common securities, (ii) not to
voluntarily terminate, wind-up or liquidate EIX Trust II, except (a) in
connection with a distribution of the Series B Securities to the holders of
Preferred Securities in liquidation of EIX Trust II or (b) in connection with
certain mergers, consolidations or amalgamations permitted by the Trust
Agreement and (iii) to use its reasonable efforts, consistent with the terms and
provisions of the Trust Agreement, to cause EIX Trust II to remain classified as
a grantor trust and not an association taxable as a corporation for United
States federal income tax purposes.

     Section 2.17 Consolidation, Merger, Conveyance, Transfer or Lease. In
addition to the requirements set forth in Section 801 of the Subordinated
Indenture, the Corporation shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, and no Person shall consolidate with or merge into
the Corporation or convey, transfer or lease its properties and assets
substantially as an entirety to the Corporation, unless (a) in case the
Corporation shall consolidate with or merge into another Person or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, the corporation formed by such consolidation or into which the
Corporation is merged or the Person which acquires by conveyance or transfer, or
which leases, the properties and assets of the Corporation substantially as an
entirety shall expressly assume, by an indenture supplemental to the


                                       9
<PAGE>

Subordinated Indenture, executed and delivered to the Trustee, in form
satisfactory to the Trustee, all obligations of the Corporation under (i) the
Guarantee relating to the Preferred Securities and (ii) the Expense Agreement
and (b) such consolidation, merger, conveyance, transfer or lease is permitted
under the Trust Agreement and the Guarantee relating to the Preferred Securities
and does not give rise to any breach or violation of the Trust Agreement or the
Guarantee relating to the Preferred Securities.

     Section 2.18 Supplemental Indentures With Consent of Holders.
Notwithstanding anything to the contrary in Article IX of the Subordinated
Indenture, so long as any of the Preferred Securities remains outstanding, (a)
without the prior consent of the Holders of a majority aggregate Liquidation
Amount of the Preferred Securities then outstanding unless and until the
principal (and premium, if any) of the Series B Securities and all accrued and,
subject to Section 307 of the Subordinated Indenture, unpaid interest (including
any Additional Interest) thereon have been paid in full (i) no supplemental
indenture shall be made that adversely affects the Holders of the Preferred
Securities in any material respect, (ii) no termination of the Subordinated
Indenture shall occur, and (iii) no waiver of any Event of Default or compliance
with any covenant under the Subordinated Indenture shall be effective, and (b)
no amendment shall be made to Article 3 of this Supplemental Indenture No. 2
that would impair the rights of the Holders of Preferred Securities provided
therein without the prior consent of the Holders of each Preferred Security then
outstanding unless and until the principal (and premium, if any) of the Series B
Securities and all accrued and, subject to Section 307 of the Subordinated
Indenture, unpaid interest (including any Additional Interest) thereon have been
paid in full.

     Section 2.19 Certain Rights of Holders of Preferred Securities.
Notwithstanding anything to the contrary in the Subordinated Indenture, in the
case of the Series B Securities, so long as any of the Preferred Securities
remains outstanding:

     (a) if upon an Event of Default, the Trustee or the Holders of not less
than 25% in principal amount of the Outstanding Series B Securities fail to
declare the principal of all the Series B Securities to be immediately due and
payable, the Holders of at least 25% in aggregate Liquidation Amount of the
Preferred Securities then outstanding shall have such right by a notice in
writing to the Corporation and the Trustee; and upon any such declaration such
principal amount (or specified portion thereof) of and the accrued interest
(including any Additional Interest) on all the Series B Securities shall become
immediately due and payable; provided, however, that the payment of principal
and interest (including any Additional Interest) on the Series B Securities
shall remain subordinated to the extent provided in this Supplemental Indenture
No. 2 notwithstanding that such amount shall become immediately due and payable
as herein provided;

     (b) the Holders of not less than a majority in aggregate Liquidation Amount
of the Preferred Securities then outstanding shall also have the right to
rescind and annul any declaration of acceleration with respect to the Series B
Securities and its consequences by written notice to the Corporation and the
Trustee, subject to the satisfaction of the conditions set forth in Clauses (1)
and (2) of Section 502 of the Subordinated Indenture;

                                       10
<PAGE>


     (c) any Holder of the Preferred Securities shall have the right, upon the
occurrence of an Event of Default described in Section 501(1) or 501(2) of the
Subordinated Indenture, to institute a suit directly against the Corporation for
enforcement of payment to such Holder of principal of (premium, if any) and,
subject to Section 307 of the Subordinated Indenture, interest (including any
Additional Interest) on the Series B Securities having a principal amount equal
to the aggregate Liquidation Amount of such Preferred Securities held by such
Holder;

     (d) the Holders of the Preferred Securities shall have the rights afforded
to the Holders of the Series B Securities pursuant to Sections 509, 510 and 511
of the Subordinated Indenture; and

     (e) the Holders of not less than a majority in aggregate Liquidation Amount
of Preferred Securities may waive any past default under the Subordinated
Indenture and its consequences with respect to the Series B Securities, except
as specified in clauses (1) and (2) of Section 513 of the Subordinated Indenture
with respect to the Holders of not less than a majority in principal amount of
the Outstanding Series B Securities; any such waiver shall be deemed to be on
behalf of all Holders of Preferred Securities.

     Section 2.20 Agreed Tax Treatment. Each Series B Security shall provide
that the Corporation and, by its acceptance of a Series B Security or a
beneficial interest therein, the Holder of, and any Person that acquires a
beneficial interest in, such Series B Security agree that for United States
federal, state and local tax purposes it is intended that such Series B Security
constitute indebtedness.

                                    ARTICLE 3

                      SUBORDINATION OF SERIES B SECURITIES

     Section 3.1 Subordination. Notwithstanding anything to the contrary in the
Subordinated Indenture, the Corporation covenants and agrees, and each Holder of
a Series B Security, by its acceptance thereof likewise covenants and agrees,
that to the extent and in the manner hereinafter set forth in this Article 3,
the indebtedness represented by the Series B Securities and the payment of the
principal of and any premium and interest (including Additional Interest) on
each and all of the Series B Securities are subordinate in right of payment to
the prior payment in full of all Senior Indebtedness.

     Section 3.2 Payment Over of Proceeds Upon Dissolution, Etc. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, dissolution, winding up, arrangement, adjustment, composition or


                                       11
<PAGE>

other judicial proceeding relative to the Corporation (each such event, if any,
herein sometimes referred to as a "Proceeding"), then the holders of Senior
Indebtedness of the Corporation shall be entitled to receive payment in full of
all Allocable Amounts of such Senior Indebtedness, or provision shall be made
for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Indebtedness of the Corporation before the
Holders of the Series B Securities are entitled to receive or retain any payment
or distribution of any kind or character, whether in cash, property or
securities (including any payment or distribution which may be payable or
deliverable by reason of the payment of any other Indebtedness of the
Corporation (including any Series B Securities), subordinated to the payment of
the Series B Securities, such payment or distribution being hereinafter referred
to as a "Subordinated Payment"), on account of principal of (or premium, if any)
or interest (including any Additional Interest) on the Series B Securities or on
account of the purchase or other acquisition of Series B Securities by the
Corporation and to that end the holders of Senior Indebtedness of the
Corporation shall be entitled to receive, for application to the payment
thereof, any payment or distribution of any kind or character, whether in cash,
property or securities, including any Subordinated Payment, which may be payable
or deliverable in respect of the Series B Securities in any such Proceeding.

     In the event that, notwithstanding the foregoing provisions of this Section
3.2, the Trustee or the Holder of any Series B Security shall have received any
payment or distribution of assets of the Corporation of any kind or character,
whether in cash, property or securities, including any Subordinated Payment,
before all Allocable Amounts of all Senior Indebtedness of the Corporation are
paid in full or payment thereof is provided for in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of Senior Indebtedness of the
Corporation, and if such fact shall, at or prior to the time of such payment or
distribution, have been made known to the Trustee or, as the case may be, such
Holder, then and in such event such payment or distribution shall be paid over
or delivered forthwith to the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee, agent or other Person making payment or
distribution of assets of the Corporation for application to the payment of all
Allocable Amounts of all Senior Indebtedness of the Corporation remaining
unpaid, to the extent necessary to pay all Allocable Amounts of all Senior
Indebtedness of the Corporation in full, after giving effect to any concurrent
payment or distribution to or for the holders of Senior Indebtedness of the
Corporation.

     For purposes of this Article only, the words "any payment or distribution
of any kind or character, whether in cash, property or securities" shall not be
deemed to include shares of stock of the Corporation, as reorganized or
readjusted, or securities of the Corporation or any other corporation provided
for by a plan of reorganization or readjustment which securities are
subordinated in right of payment to all then outstanding Senior Indebtedness of
the Corporation to substantially the same extent as the Series B Securities are
so subordinated as provided in this Article. The consolidation of the
Corporation with, or the merger of the Corporation into, another Person or the
liquidation or dissolution of the Corporation following the sale of all or
substantially all of its properties and assets as an entirety to another Person
upon the terms and conditions set forth in Section 2.17 hereof and the


                                       12
<PAGE>

Subordinated Indenture shall not be deemed a Proceeding for the purposes of this
Section if the Person formed by such consolidation or into which the Corporation
is merged or the Person which acquires by sale such properties and assets as an
entirety, as the case may be, shall, as a part of such consolidation, merger, or
sale comply with the conditions set forth in Section 2.17 hereof and the
Subordinated Indenture.

     Section 3.3 Prior Payment to Senior Indebtedness Upon Acceleration of
Series B Securities. In the event that any Series B Securities are declared due
and payable before their Stated Maturity, then and in such event the holders of
the Senior Indebtedness of the Corporation outstanding at the time such Series B
Securities so become due and payable shall be entitled to receive payment in
full of all Allocable Amounts due on or in respect of such Senior Indebtedness
(including any amounts due upon acceleration), or provision shall be made for
such payment in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior Indebtedness of the Corporation, before the Holders of
the Series B Securities are entitled to receive any payment or distribution of
any kind or character, whether in cash, properties or securities (including any
Subordinated Payment) by the Corporation on account of the principal of (or
premium, if any) or interest (including any Additional Interest) on the Series B
Securities or on account of the purchase or other acquisition of Series B
Securities by the Corporation.

     In the event that, notwithstanding the foregoing, the Corporation shall
make any payment to the Trustee or the Holder of any Series B Security
prohibited by the foregoing provisions of this Section, and if such fact shall,
at or prior to the time of such payment, have been made known to the Trustee or,
as the case may be, such Holder, then and in such event such payment shall be
paid over and delivered forthwith to the Corporation.

     The provisions of this Section shall not apply to any payment with respect
to which Section 3.2 would be applicable.

     Section 3.4 No Payment When Senior Indebtedness in Default. (a) In the
event and during the continuation of any default in the payment of principal of
(or premium, if any) or interest on any Senior Indebtedness of the Corporation
or in the event that any event of default with respect to any Senior
Indebtedness of the Corporation shall have occurred and be continuing and shall
have resulted in such Senior Indebtedness becoming or being declared due and
payable prior to the date on which it would otherwise have become due and
payable, unless and until such event of default shall have been cured or waived
or shall have ceased to exist and such acceleration shall have been rescinded or
annulled, or (b) in the event any judicial proceeding shall be pending with
respect to any such default in payment or such event or default, then no payment
or distribution of any kind or character, whether in cash, properties or
securities (including any Subordinated Payment), shall be made by the
Corporation on account of principal of (or premium, if any) or interest
(including any Additional Interest), if any, on the Series B Securities or on
account of the purchase or other acquisition of the Series B Securities by the
Corporation, in each case unless and until all Allocable Amounts of such Senior
Indebtedness are paid in full.


                                       13
<PAGE>

     In the event that, notwithstanding the foregoing, the Corporation shall
make any payment to the Trustee or the Holder of any Series B Security
prohibited by the foregoing provisions of this Section, and if such fact shall,
at or prior to the time of such payment, have been made known to the Trustee or,
as the case may be, such Holder, then and in such event such payment shall be
paid over and delivered forthwith to the Corporation.

     The provisions of this Section shall not apply to any payment with respect
to which Section 3.2 would be applicable.

     Section 3.5 Payment Permitted If No Default. Nothing contained in this
Article or elsewhere in this Supplemental Indenture No. 2, the Subordinated
Indenture or in any Series B Security shall prevent (a) the Corporation at any
time except during the pendency of any Proceeding with respect to it referred to
in Section 3.2 or under the conditions described in Sections 3.3 and 3.4, from
making payments at any time of principal of (and premium, if any) or interest
(including Additional Interest) on the Series B Securities, or (b) the
application by the Trustee of any money deposited with it under this
Supplemental Indenture No. 2 or the Subordinated Indenture to the payment of or
on account of the principal of (and premium, if any) or interest (including any
Additional Interest) on the Series B Securities or the retention of such payment
by the Holders, if, at the time of such application by the Trustee, it did not
have knowledge that such payment would have been prohibited by the provisions of
this Article.

     Section 3.6 Subrogation to Rights of Holders of Senior Indebtedness.
Subject to the payment in full of all amounts due or to become due on all Senior
Indebtedness of the Corporation or the provision for such payment in cash or
cash equivalents or otherwise in a manner satisfactory to the holders of Senior
Indebtedness of the Corporation, the Holders of the Series B Securities shall be
subrogated to the extent of the payments or distributions made to the holders of
such Senior Indebtedness pursuant to the provisions of this Article (equally and
ratably with the holders of all indebtedness of the Corporation which by its
express terms is subordinated to Senior Indebtedness of the Corporation to
substantially the same extent as the Series B Securities are subordinated to the
Senior Indebtedness of the Corporation and is entitled to like rights of
subrogation by reason of any payments or distributions made to holders of such
Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to
receive payments and distributions of cash, property and securities applicable
to the Senior Indebtedness of the Corporation until the principal of (and
premium, if any) and interest on the Series B Securities shall be paid in full.
For purposes of such subrogation, no payments or distributions to the holders of
the Senior Indebtedness of the Corporation of any cash, property or securities
to which the Holders of the Series B Securities or the Trustee would be entitled
except for the provisions of this Article, and no payments over pursuant to the
provisions of this Article to the holders of Senior Indebtedness of the
Corporation by Holders of the Series B Securities or the Trustee, shall, as
among the Corporation, its creditors other than holders of its Senior
Indebtedness, and the Holders of the Series B Securities, be deemed to be a
payment or distribution by the Corporation to or on account of its Senior
Indebtedness.

                                       14
<PAGE>

     Section 3.7 Provisions Solely to Define Relative Rights. The provisions of
this Article are and are intended solely for the purpose of defining the
relative rights of the Holders of the Series B Securities on the one hand and
the holders of Senior Indebtedness of the Corporation on the other hand. Nothing
contained in this Article or elsewhere in this Supplemental Indenture No. 2, the
Subordinated Indenture or in the Series B Securities is intended to or shall (a)
impair, as between the Corporation and the Holders of the Series B Securities,
the obligation of the Corporation, which is absolute and unconditional, to pay
to the Holders of the Series B Securities the principal of (and premium, if any)
and interest (including any Additional Interest) on the Series B Securities as
and when the same shall become due and payable in accordance with their terms;
or (b) affect the relative rights against the Corporation of the Holders of the
Series B Securities and creditors of the Corporation other than their rights in
relation to the holders of Senior Indebtedness; or (c) prevent the Trustee or
the Holder of any Series B Security from exercising all remedies otherwise
permitted by applicable law upon default under the Subordinated Indenture
including, without limitation, filing and voting claims in any Proceeding with
respect to the Corporation, subject to the rights, if any, under this Article of
the holders of Senior Indebtedness with respect to the Corporation to receive
cash, property and securities otherwise payable or deliverable to the Trustee or
such Holder.

     Section 3.8 Trustee to Effectuate Subordination. Each Holder of a Series B
Security by his or her acceptance thereof authorizes and directs the Trustee on
his or her behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination provided in this Article and
appoints the Trustee his or her attorney-in-fact for any and all such purposes.

     Section 3.9 No Waiver of Subordination Provisions. No right of any present
or future holder of any Senior Indebtedness with respect to the Corporation to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the
Corporation or by any act or failure to act, in good faith, by any such holder,
or by any noncompliance by the Corporation with the terms, provisions and
covenants of this Supplemental Indenture No. 2, regardless of any knowledge
thereof that any such holder may have or be otherwise charged with.

     Without in any way limiting the generality of the immediately preceding
paragraph, the holders of Senior Indebtedness with respect to the Corporation
may, at any time and from to time, without the consent of or notice to the
Trustee or the Holders of the Series B Securities, without incurring
responsibility to the Holders of the Series B Securities and without impairing
or releasing the subordination provided in this Article or the obligations
hereunder of the Holders of the Series B Securities to the holders of such
Senior Indebtedness, do any one or more of the following: (i) change the manner,
place or terms of payment or extend the time of payment of, or renew or alter,
Senior Indebtedness with respect to the Corporation or otherwise amend or
supplement in any manner Senior Indebtedness with respect to the Corporation or
any instrument evidencing the same or any agreement under which Senior


                                       15
<PAGE>

Indebtedness with respect to the Corporation is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Indebtedness with respect to the Corporation; (iii)
release any Person liable in any manner for the collection of Senior
Indebtedness with respect to the Corporation; and (iv) exercise or refrain from
exercising any rights against the Corporation and any other Person.

     Section 3.10 Notice to Trustee. The Corporation shall each give prompt
written notice to the Trustee of any fact known to it which would prohibit the
making of any payment to or by the Trustee in respect of the Series B
Securities. Notwithstanding the provisions of this Article or any other
provision of this Supplemental Indenture No. 2 or the Subordinated Indenture,
the Trustee shall not be charged with knowledge of the existence of any facts
which would prohibit the making of any payment to or by the Trustee in respect
of the Series B Securities, unless and until the Trustee shall have received
written notice thereof from the Corporation or a holder of Senior Indebtedness
thereof or from any trustee, agent or representative therefor; provided,
however, that if the Trustee shall not have received the notice provided for in
this Section at least two Business Days prior to the date upon which by the
terms hereof or under the Subordinated Indenture any monies may become payable
for any purpose (including, without limitation, the payment of the principal of
(and premium, if any) or interest (including any Additional Interest) on any
Series B Security), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such
monies and to apply the same to the purpose for which they were received and
shall not be affected by any notice to the contrary which may be received by it
within two Business Days prior to such date.

     Subject to the provisions of Section 601 of the Subordinated Indenture, the
Trustee shall be entitled to rely on the delivery to it of a written notice by a
Person representing himself to be a holder of Senior Indebtedness of the
Corporation (or a trustee therefor) to establish that such notice has been given
by a holder of Senior Indebtedness of the Corporation (or a trustee therefor).
In the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness of the Corporation to participate in any payment or distribution
pursuant to this Article, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness of the Corporation held by such Person, the extent to which
such Person is entitled to participate in such payment or distribution and any
other facts pertinent to the rights of such Person under this Article, and if
such evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

     Section 3.11 Reliance on Judicial Order or Certificate of Liquidating
Agent. Upon any payment or distribution of assets of the Corporation referred to
in this Article, the Trustee, subject to the provisions of Section 601 of the
Subordinated Indenture, and the Holders of the Series B Securities shall be
entitled to rely upon any order or decree entered by any court of competent
jurisdiction in which such Proceeding is pending, or a certificate of the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for


                                       16
<PAGE>

the benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders of Securities, for the
purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness and other indebtedness of
the Corporation, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this
Article.

     Section 3.12 Trustee Not Fiduciary for Holders of Senior Indebtedness. The
Trustee, in its capacity as trustee under the Subordinated Indenture, shall not
be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the
Corporation and shall not be liable to any such holders if it shall in good
faith mistakenly pay over or distribute to Holders of the Series B Securities or
to the Corporation or to any other Person cash, property or securities to which
any holders of Senior Indebtedness of the Corporation shall be entitled by
virtue of this Article or otherwise.

     Section 3.13 Rights of Trustee as Holder of Senior Indebtedness;
Preservation of Trustee's Rights. The Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article with respect to any
Senior Indebtedness of the Corporation which may at any time be held by it, to
the same extent as any other holder of such Senior Indebtedness, and nothing in
this Supplemental Indenture No. 2 or the Subordinated Indenture shall deprive
the Trustee of any of its rights as such holder. Nothing in this Article shall
be construed to apply to claims of the Trustee or any predecessor Trustee under
Section 506 or 607 of the Subordinated Indenture.

     Section 3.14 Article Applicable to Paying Agents. In case at any time any
Paying Agent other than the Trustee shall have been appointed by the Corporation
and be then acting under this Supplemental Indenture No. 2 or the Subordinated
Indenture, the term "Trustee" as used in this Article shall in such case (unless
the context otherwise requires) be construed as extending to and including such
Paying Agent within its meaning as fully for all intents and purposes as if such
Paying Agent were named in this Article in addition to or in place of the
Trustee.

     Section 3.15 Certain Conversions or Exchanges Deemed Payment. For the
purposes of this Article only, (a) the issuance and delivery of junior
securities upon conversion or exchange of Series B Securities shall not be
deemed to constitute a payment or distribution on account of the principal of
(or premium, if any) or interest (including any Additional Interest) on Series B
Securities or on account of the purchase or other acquisition of Series B
Securities, and (b) the payment, issuance or delivery of cash, property or
securities (other than junior securities) upon conversion or exchange of a
Series B Security shall be deemed to constitute payment on account of the
principal of such Series B Security. For the purposes of this Section, the term
"junior securities" means (i) shares of any stock of any class of the
Corporation and (ii) securities of the Corporation which are subordinated in
right of payment to all Senior Indebtedness thereof which may be outstanding at
the time of issuance or delivery of such securities to substantially the same
extent as, or to a greater extent than, the Series B Securities are so
subordinated as provided in this Article.


                                       17
<PAGE>

                                    ARTICLE 4

                            MISCELLANEOUS PROVISIONS

     Section 4.1 The Subordinated Indenture, as supplemented and amended by this
Supplemental Indenture No. 2, is in all respects hereby adopted, ratified and
confirmed.

     Section 4.2 This Supplemental Indenture No. 2 may be executed in any number
of counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.

     Section 4.3 Nothing in this Supplemental Indenture No. 2, express or
implied, shall give to any Person, other than the parties hereto and their
successors and assigns, the holders of Senior Indebtedness of the Corporation,
the Holders of the Series B Securities and, to the extent expressly provided
herein, the Holders of the Preferred Securities, any benefit or legal or
equitable right, remedy or claim under this Supplemental Indenture No. 2 or the
Subordinated Indenture.

     Section 4.4 THIS SUPPLEMENTAL INDENTURE NO. 2 AND EACH SERIES B SECURITY
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF, EXCEPT THAT
THE RIGHTS, DUTIES, INDEMNITIES AND IMMUNITIES OF THE TRUSTEE SHALL BE GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK.


                                       18
<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. 2 to be duly executed, as of the day and year first written above.

                                        EDISON INTERNATIONAL


                                        By:    Mary C. Simpson
                                        Name:  Mary C. Simpson
                                        Title: Assistant Treasurer



Attest:

Kenneth S. Stewart
Kenneth S. Stewart

                                        THE CHASE MANHATTAN BANK,
                                        as Trustee


                                        By:Alfia Monastra
                                           Alfia Monastra
                                           Authorized Signatory





                                       19
<PAGE>

                                    EXHIBIT A

                       [FORM OF FACE OF SERIES B SECURITY]

     [IF THE SERIES B SECURITY IS TO BE A GLOBAL SECURITY - This Series B
Security is a Global Security within the meaning of the Subordinated Indenture
hereinafter referred to and is registered in the name of The Depository Trust
Company (the "Depository") or a nominee of the Depository. This Series B
Security is exchangeable for Series B Securities registered in the name of a
person other than the Depository or its nominee only in the limited
circumstances described in the Subordinated Indenture and may not be transferred
except as a whole by the Depository to a nominee of the Depository or by a
nominee of the Depository to the Depository or another nominee of the
Depository.]


                              EDISON INTERNATIONAL

                  8.60% Subordinated Deferrable Interest Notes,

                                    Series B

No. ___________                                                             $
                                                         CUSIP No. 281020 AC 1

     EDISON INTERNATIONAL, a corporation organized and existing under the laws
of the State of California (hereinafter called the "Corporation," which term
includes any successor Person under the Subordinated Indenture hereinafter
referred to), for value received, hereby promises to pay to _______________, or
registered assigns, the principal sum of ___________ Dollars on October 29,
2029. The Corporation further promises to pay interest on said principal sum
from October 29, 1999 or from the most recent Interest Payment Date on which
interest has been paid or duly provided for, quarterly (subject to deferral as
set forth herein) in arrears on November 30, February 28, May 31 and August 31
of each year (each such date, an "Interest Payment Date"), commencing November
30, 1999, at the rate of 8.60% per annum, until the principal hereof shall have
become due and payable, plus Additional Interest, if any, until the principal
hereof is paid or duly provided for or made available for payment and on any
overdue principal and (without duplication and to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment of
interest at the rate of 8.60% per annum, compounded quarterly. The amount of
interest payable for any period will be computed on the basis of twelve 30-day
months and a 360-day year. The amount of interest payable for any partial period
shall be computed on the basis of the actual number of elapsed days based on a
360-day year of twelve 30-day months. In the event that any date on which
interest is payable on this Series B Security is not a Business Day, then a
payment of the interest payable on such date will be made on the next succeeding
day which is a Business Day (and without any interest or other payment in
respect of any such delay), except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on the date the payment was originally payable. A "Business Day" shall mean any
day other than (i) a Saturday or Sunday, (ii) a day on which banking
institutions in the City of New York or Los Angeles, California, are authorized
or obligated by law or executive order to remain closed or (iii) a day on which
the Corporate Trust Office of the Trustee is closed for business. The interest
installment so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Subordinated Indenture, be paid
to the Person in whose name this Series B Security (or one or more Predecessor
Securities is registered at the close of business on the Regular Record Date for
such interest installment. Any such interest installment not so punctually paid
or duly provided for shall forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Series B Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Series B Securities not less than 10 days prior to such Special Record Date, or
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Series B Securities may be
listed or traded, and upon such notice as may be required by such exchange, all
as more fully provided in said Subordinated Indenture.

     So long as no Event of Default shall have occurred and be continuing, the
Corporation shall have the right, at any time during the term of the Series B
Securities, from time to time, to defer the payment of interest on the Series B
Securities for up to 20 consecutive quarters with respect to each deferred
period (each, an "Extension Period"), during which Extension Periods the
Corporation shall have the right to make partial payments of interest on any
Interest Payment Date. No Extension Period shall (i) end on a date other than an
Interest Payment Date or (ii) extend beyond the Stated Maturity of the principal
of the Series B Securities (as shortened or extended pursuant to the
Subordinated Indenture). At the end of any such Extension Period the Corporation
shall pay all interest then accrued and unpaid on the Series B Securities
(together with Additional Interest thereon, if any, at the annual rate of 8.60%
compounded quarterly, to the extent permitted by applicable law). During any
Extension Period, the Corporation shall not (a) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any of its capital stock, (b) make any payment of principal of
or interest or premium, if any, on or repay, repurchase or redeem, any debt
security issued by it that ranks pari passu with or junior in interest to the
Series B Securities or (c) make any guarantee payments with respect to any
guaranty by the Corporation that by its terms rank pari passu with or junior in
interest to the Series B Securities; provided, however, that the Corporation may
(1) declare dividends in, or make distributions in, shares of its common stock,
(2) purchase its common stock if related to the issuance of its common stock
under any of the Corporation's benefit plans for its directors, officers or
employees, or (3) declare dividends in connection with any stockholder's rights
plan, issue its stock under such plan or repurchase any rights distributed
pursuant to such plan. Prior to the termination of any Extension Period, the
Corporation may further extend the interest payment period. Notwithstanding any
provision of the Subordinated Indenture to the contrary, no Extension Period (as
so extended) shall exceed 20 consecutive quarters or extend beyond the Stated
Maturity of the Series B Securities. Upon termination of any such Extension
Period and upon the payment of all accrued and unpaid interest and any
Additional Interest then due, the Corporation may elect to begin a new Extension
Period, subject to the requirements of the Subordinated Indenture. No interest
shall be due and payable during an Extension Period, except at the end thereof.
The Corporation shall give the Property Trustee, the Regular Trustees and the
Trustee notice of its election to begin any such Extension Period at least one
Business Day prior to the earlier of (y) the next Distribution Date relating to
the Preferred Securities or (z) the date the Regular Trustees are required to
give notice of the record date or the Distribution Date relating to the
Preferred Securities to the New York Stock Exchange or other applicable
self-regulatory organization or to holders of such Preferred Securities. The
Trustee shall promptly give notice of the Corporation's election to begin any
such Extension Period to the Holders of the Outstanding Series B Securities.

     Payment of the principal of (and premium, if any) and any such interest on
this Series B Security will be made at the office or agency of the Corporation
maintained for that purpose in the City of New York, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of
the Corporation payment of interest may be made by check mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register or by wire transfer at such place and to such account at a banking
institution in the United States as may be designated in writing to the Trustee
at least sixteen (16) days prior to the date for payment by the Person entitled
thereto.

     Reference is hereby made to the further provisions of this Series B
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Series B
Security shall not be entitled to any benefit under the Subordinated Indenture
or be valid or obligatory for any purpose.



<PAGE>


     IN WITNESS WHEREOF, the Corporation has caused this instrument to be duly
executed under its corporate seal.


Dated at Date of Authentication:               EDISON INTERNATIONAL


                                               By:
                                                  ----------------------------
                                                  Name:
                                                  Title:
Attest:


--------------------------------------


This is one of the  Series B  Securities  referred  to in the  within  mentioned
Subordinated Indenture.

Dated:   October 29, 1999
                                                THE CHASE MANHATTAN BANK,
                                                as Trustee


                                                By:
                                                    ---------------------------
                                                     Authorized Signatory


<PAGE>



                     [FORM OF REVERSE OF SERIES B SECURITY]

     This Series B Security is one of a duly authorized issue of securities of
the Corporation, issued and to be issued in one or more series under the
Subordinated Indenture, dated as of July 26, 1999, as amended (herein called the
"Subordinated Indenture"), among the Corporation and The Chase Manhattan Bank,
as Trustee (herein called the "Trustee", which term includes any successor
trustee under the Subordinated Indenture), to which Subordinated Indenture
(including all indentures supplemental thereto) reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Trustee, the Corporation and the Holders of the Series B
Securities, and of the terms upon which the Series B Securities are, and are to
be, authenticated and delivered. This Series B Security is one of the series
designated on the face hereof, limited in aggregate principal amount to
$355,670,200.

     All terms used in this Series B Security that are defined in the
Subordinated Indenture or in the Amended and Restated Trust Agreement, dated as
of October 29, 1999 (the "Trust Agreement"), for EIX Trust II among the
Corporation, as Depositor, and the Property Trustee and the other trustees named
therein, shall have the meanings assigned to them in the Subordinated Indenture
or the Trust Agreement, as the case may be.

     The Corporation may at any time, at its option, on or after October 29,
2004, and subject to the terms and conditions of Article XI of the Subordinated
Indenture, redeem this Series B Security in whole at any time or in part from
time to time, without premium or penalty, at a redemption price equal to 100% of
the principal amount hereof plus accrued and unpaid interest, including
Additional Interest, if any, to the Redemption Date.

     Upon the occurrence and continuance of a Special Event in respect of EIX
Trust II, the Corporation may, at its option, at any time within 90 days of the
occurrence of such Special Event, redeem this Series B Security, in whole but
not in part, subject to the provisions of the Subordinated Indenture, at a
redemption price equal to 100% of the principal amount thereof plus accrued and
unpaid interest, including Additional Interest, if any, to the Redemption Date.

     The Subordinated Indenture contains provisions for satisfaction, discharge
and defeasance at any time of the entire indebtedness of this Series B Security
upon compliance by the Corporation with certain conditions set forth in the
Subordinated Indenture.

     If an Event of Default with respect to the Series B Securities shall occur
and be continuing, the principal of the Series B Securities may be declared due
and payable in the manner and with the effect provided in the Subordinated
Indenture.

     The indebtedness evidenced by this Series B Security is, to the extent
provided in the Subordinated Indenture, subordinate and subject in right of
payment to the prior payment in full of all Senior Indebtedness of the
Corporation, and this Series B Security is issued subject to the provisions of
the Subordinated Indenture with respect thereto. Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such actions as may be
necessary or appropriate to effectuate the subordination so provided and (c)
appoints the Trustee his attorney-in-fact for any and all such purposes. Each
Holder hereof, by his acceptance hereof, waives all notice of the acceptance of
the subordination provisions contained herein and in the Subordinated Indenture
by each holder of Senior Indebtedness of the Corporation, whether now
outstanding or hereafter incurred, and waives reliance by each such holder upon
said provisions.

     The Subordinated Indenture permits, with certain exceptions as therein
provided, the Corporation and the Trustee at any time to enter into a
supplemental indenture or indentures for the purpose of modifying in any manner
the rights and obligations of the Corporation and of the Holders of the Series B
Securities, with the consent of the Holders of a majority in principal amount of
the Outstanding Securities of each series to be affected by such supplemental
indenture. The Subordinated Indenture also contains provisions permitting
Holders of specified percentages in principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Corporation with certain provisions of
the Subordinated Indenture and certain past defaults under the Subordinated
Indenture and their consequences. Any such consent or waiver by the Holder of
this Series B Security shall be conclusive and binding upon such Holder and upon
all future Holders of this Series B Security and of any Series B Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Series B Security.

     As provided in and subject to the provisions of the Subordinated Indenture,
if an Event of Default with respect to Series B Securities at the time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding Series B
Securities may declare the principal amount of all the Series B Securities to be
due and payable immediately, by a notice in writing to the Corporation (and to
the Trustee if given by Holders), provided that, if upon an Event of Default,
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Series B Securities fail to declare the principal of all the Series
B Securities to be immediately due and payable, the holders of at least 25% in
aggregate Liquidation Amount of the Preferred Securities then outstanding shall
have such right by a notice in writing to the Corporation and the Trustee; and
upon any such declaration the principal amount of and the accrued interest
(including any Additional Interest) on all the Series B Securities shall become
immediately due and payable, provided that the payment of principal and interest
(including any Additional Interest) on such Series B Securities shall remain
subordinated to the extent provided in the Subordinated Indenture.

     No reference herein to the Subordinated Indenture and no provision of this
Series B Security or of the Subordinated Indenture shall alter or impair the
obligation of the Corporation, which is absolute and unconditional, to pay the
principal and interest on this Series B Security at the times, place and rate,
and in the coin or currency, herein prescribed.

     As provided in the Subordinated Indenture and subject to certain
limitations therein set forth, the transfer of this Series B Security is
registrable in the Securities Register, upon surrender of this Series B Security
for registration of transfer at the office or agency of the Corporation in any
place where the principal of and any premium and interest on this Series B
Security are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Corporation and the Security Registrar
duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Series B Securities, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

     The Series B Securities are issuable only in registered form without
coupons in denominations of $25 and any integral multiple thereof. As provided
in the Subordinated Indenture and subject to certain limitations therein set
forth, the Series B Securities are exchangeable for a like aggregate principal
amount of Series B Securities and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Corporation may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Series B Security for registration of
transfer, the Corporation, the Trustee and any agent of the Corporation or the
Trustee may treat the Person in whose name this Series B Security is registered
as the owner hereof for all purposes, whether or not this Series B Security be
overdue, and neither the Corporation, the Trustee nor any such agent shall be
affected by notice to the contrary.

     The Corporation and, by its acceptance of this Series B Security or a
beneficial interest therein, the Holder of, and any Person that acquires a
beneficial interest in, this Series B Security agree that for United States
federal, state and local tax purposes it is intended that this Series B Security
constitute indebtedness.

     The Series B Securities shall be governed by and construed in accordance
with the laws of the State of California, except that the rights, duties,
indemnities and immunities of the Trustee shall be governed by the laws of the
State of New York.






                              AMENDED AND RESTATED


                                 TRUST AGREEMENT


                                      among


                              EDISON INTERNATIONAL


                                  as Depositor,


                            THE CHASE MANHATTAN BANK,


                              as Property Trustee,


                         CHASE MANHATTAN BANK DELAWARE,


                              as Delaware Trustee,


                       THE REGULAR TRUSTEES NAMED HEREIN,


                                       and

                     THE SEVERAL HOLDERS, AS DEFINED HEREIN

                          Dated as of October 29, 1999




                                  EIX TRUST II



<PAGE>

                                  EIX TRUST II

              Certain Sections of this Trust Agreement relating to
                         Sections 310 through 318 of the
                          Trust Indenture Act of 1939:

Trust Indenture Act Section                                  Trust Agreement
---------------------------                                       Section
                                                             ------------------
(S) 310 (a)(1)            .................................. 8.7
          (a)(2)          .................................. 8.7
          (a)(3)          .................................. 8.9
          (a)(4)          .................................. 2.7(a)(ii)
          (b)             .................................. 8.8
(S) 311 (a)               .................................. 8.13
          (b)             .................................. 8.13
(S) 312 (a)               .................................. 5.7
          (b)             .................................. 5.7
          (c)             .................................. 5.7
(S) 313 (a)               .................................. 8.14(a)
          (a)(4)          .................................. 8.14(b)
          (b)             .................................. 8.14(b)
          (c)             .................................. 10.8
          (d)             .................................. 8.14(c)
(S) 314 (a)               .................................. 8.15
          (b)             .................................. Not Applicable
          (c)(1)          .................................. 8.16
          (c)(2)          .................................. 8.16
          (c)(3)          .................................. Not Applicable
          (d)             .................................. Not Applicable
          (e)             .................................. 1.1, 8.16
(S) 315 (a)               .................................. 8.1(a), 8.3(a)
          (b)             .................................. 8.2, 10.8
          (c)             .................................. 8.1(a)
          (d)             .................................. 8.1, 8.3
          (e)             .................................. Not Applicable
(S) 316 (a)               .................................. Not Applicable
          (a)(1)(A)       .................................. Not Applicable
          (a)(1)(B)       .................................. Not Applicable
          (a)(2)          .................................. Not Applicable
          (b)             .................................. 5.14
          (c)             .................................. 6.7
(S) 317 (a)(1)            .................................. Not Applicable
          (a)(2)          .................................. Not Applicable
          (b)             .................................. 5.9
(S) 318 (a)               .................................. 10.10

     Note: This reconciliation and tie sheet shall not, for any purpose, be
deemed to be a part of the Trust Agreement.


<PAGE>


                                TABLE OF CONTENTS


ARTICLEI DEFINED TERMS                                                        1
SECTION 1.1.   Definitions....................................................1

ARTICLE II ESTABLISHMENT OF THE TRUST                                        10
SECTION 2.1.   Name..........................................................10

SECTION 2.2.   Office of the Delaware Trustee;
               Principal Place of Business...................................10

SECTION 2.3.   Organizational Expenses.......................................10

SECTION 2.4.   Issuance of the Preferred Securities..........................11

SECTION 2.5.   Issuance of the Common Securities; Subscription

               and Purchase of Notes.........................................11

SECTION 2.6.   Declaration of Trust..........................................12

SECTION 2.7.   Authorization to Enter into Certain Transactions..............12

SECTION 2.8.   Assets of Trust...............................................16

SECTION 2.9.   Title to Trust Property.......................................16

ARTICLE III PAYMENT ACCOUNT                                                  16
SECTION 3.1.   Payment Account...............................................16

ARTICLE IV DISTRIBUTIONS; REDEMPTION                                         16
SECTION 4.1.   Distributions.................................................16

SECTION 4.2.   Redemption....................................................17

SECTION 4.3.   Subordination of Common Securities............................20

SECTION 4.4.   Payment Procedures............................................20

SECTION 4.5.   Tax Returns and Reports.......................................21

SECTION 4.6.   Payment of Taxes, Duties, Etc. of the Trust...................21

SECTION 4.7.   Payments under Indenture or Pursuant to Direct Actions........21

ARTICLE V TRUST SECURITIES CERTIFICATES                                      21
SECTION 5.1.   Initial Ownership.............................................21

SECTION 5.2.   Trust Securities Certificates.................................21

SECTION 5.3.   Execution and Delivery of Trust Securities Certificates.......22

<PAGE>

SECTION 5.4.   Registration of Transfer and Exchange of
               Preferred Securities Certificates.............................22

SECTION 5.5.   Mutilated, Destroyed, Lost or Stolen Trust
               Securities Certificates.......................................23

SECTION 5.6.   Persons Deemed Securityholders................................23

SECTION 5.7.   Access to List of Securityholders'Names and Addresses.........23

SECTION 5.8.   Maintenance of Office or Agency...............................24

SECTION 5.9.   Appointment of Paying Agent...................................24

SECTION 5.10.  Ownership of Common Securities by Depositor...................25

SECTION 5.11.  Book-Entry Preferred Securities Certificates;

               Common Securities Certificate.................................25

SECTION 5.12.  Notices to Clearing Agency....................................26

SECTION 5.13.  Definitive Preferred Securities Certificates..................26

SECTION 5.14.  Rights of Securityholders.....................................27

ARTICLE VI ACTS OF SECURITYHOLDERS; MEETINGS; VOTING                         29
SECTION 6.1.   Limitations on Voting Rights..................................29

SECTION 6.2.   Notice of Meetings............................................30

SECTION 6.3.   Meetings of Preferred Securityholders.........................30

SECTION 6.4.   Voting Rights.................................................30

SECTION 6.5.   Proxies, etc..................................................31

SECTION 6.6.   Securityholder Action by Written Consent......................31

SECTION 6.7.   Record Date for Voting and Other Purposes.....................31

SECTION 6.8.   Acts of Securityholders.......................................31

SECTION 6.9.   Inspection of Records.........................................32

ARTICLE VII REPRESENTATIONS AND WARRANTIES                                   33
SECTION 7.1.   Representations and Warranties of the Property
               Trustee and the Delaware Trustee..............................33

SECTION 7.2.   Representations and Warranties of Depositor...................33

<PAGE>

ARTICLE VIII THE TRUSTEES                                                    34
SECTION 8.1.   Certain Duties and Responsibilities...........................34

SECTION 8.2.   Certain Notices...............................................35

SECTION 8.3.   Certain Rights of Property Trustee............................36

SECTION 8.4.   Not Responsible for Recitals or Issuance of Securities........38

SECTION 8.5.   May Hold Securities...........................................38

SECTION 8.6.   Compensation; Indemnity; Fees.................................38

SECTION 8.7.   Corporate Property Trustee Required; Eligibility of Trustees..39

SECTION 8.8.   Conflicting Interests.........................................40

SECTION 8.9.   Co-Trustees and Separate Trustee..............................40

SECTION 8.10.  Resignation and Removal; Appointment of Successor.............41

SECTION 8.11.  Acceptance of Appointment by Successor........................43

SECTION 8.12.  Merger, Conversion, Consolidation or Succession to Business...43

SECTION 8.13.  Preferential Collection of Claims Against Depositor or Trust..43

SECTION 8.14.  Reports by Property Trustee...................................44

SECTION 8.15.  Reports to the Property Trustee...............................45

SECTION 8.16.  Evidence of Compliance with Conditions Precedent..............45

SECTION 8.17.  Number of Trustees............................................45

SECTION 8.18.  Delegation of Power...........................................46

SECTION 8.19.  Delaware Trustee..............................................46

ARTICLE IX TERMINATION, LIQUIDATION AND MERGER                               46
SECTION 9.1.   Termination Upon Expiration Date..............................46

SECTION 9.2.   Early Termination.............................................46

SECTION 9.3.   Termination...................................................47

SECTION 9.4.   Liquidation...................................................47

SECTION 9.5.   Mergers, Consolidations, Amalgamations or

               Replacements of the Trust.....................................49

<PAGE>

ARTICLE X MISCELLANEOUS PROVISIONS                                           50
SECTION 10.1.  Limitation of Rights of Securityholders.......................50

SECTION 10.2.  Amendment.....................................................50

SECTION 10.3.  Separability..................................................51

SECTION 10.4.  Governing Law.................................................51

SECTION 10.5.  Payments Due on Non-Business Day..............................51

SECTION 10.6.  Successors....................................................52

SECTION 10.7.  Headings......................................................52

SECTION 10.8.  Reports, Notices and Demands..................................52

SECTION 10.9.  Agreement Not to Petition.....................................53

SECTION 10.10. Trust Indenture Act; Conflict with Trust Indenture Act........53

SECTION 10.11. Acceptance of Terms of Trust Agreement,
               Guarantee and Indenture.......................................53

<PAGE>


     AMENDED AND RESTATED TRUST AGREEMENT, dated as of October 29, 1999, among
(i) EDISON INTERNATIONAL, a California corporation (including any successors or
assigns, the "Depositor"), (ii) THE CHASE MANHATTAN BANK, a New York banking
corporation, as property trustee (in such capacity, the "Property Trustee" and,
in its separate corporate capacity and not in its capacity as Property Trustee,
the "Bank"), (iii) CHASE MANHATTAN BANK DELAWARE, a Delaware banking
corporation, as Delaware trustee (the "Delaware Trustee"), (iv) Thomas M.
Noonan, Mary C. Simpson and George T. Tabata, each an officer of the Depositor,
as regular trustees (the "Regular Trustees") (the Property Trustee, the Delaware
Trustee and the Regular Trustees referred to collectively as the "Trustees") and
(v) the several Holders, as hereinafter defined.

                                   WITNESSETH

     WHEREAS, the Depositor, the Property Trustee and the Delaware Trustee have
heretofore duly declared and established a business trust pursuant to the
Delaware Business Trust Act by the entering into that certain Trust Agreement,
dated as of June 30, 1999 (the "Original Trust Agreement"), and by the execution
and filing with the Secretary of State of the State of Delaware of the
Certificate of Trust, filed on June 30, 1999, attached as Exhibit A; and

     WHEREAS, the Depositor and the Trustees desire to amend and restate the
Original Trust Agreement in its entirety as set forth herein to provide for,
among other things, (i) the issuance of the Common Securities by the Trust to
the Depositor, (ii) the issuance and sale of the Preferred Securities by the
Trust pursuant to the Underwriting Agreement, (iii) the acquisition by the Trust
from the Depositor of all of the right, title and interest in the Notes and (iv)
the appointment of the Regular Trustees;

                  NOW  THEREFORE,   in   consideration  of  the  agreements  and
obligations set forth herein and for other good and valuable consideration,  the
sufficiency of which is hereby acknowledged,  each party, for the benefit of the
other  parties and for the  benefit of the  Securityholders,  hereby  amends and
restates the Original Trust Agreement in its entirety and agrees as follows:

                                    ARTICLE I

                                  DEFINED TERMS

     Section 1.1 Definitions.

     For all purposes of this Trust Agreement, except as otherwise expressly
provided or unless the context otherwise requires:

     (a) the terms defined in this Article have the meanings assigned to them in
this Article and include the plural as well as the singular;

     (b) all other terms used herein that are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to them
therein;

                                       1
<PAGE>

     (c) unless the context otherwise requires, any reference to an "Article" or
a "Section" refers to an Article or a Section, as the case may be, of this Trust
Agreement; and

     (d) the words "herein", "hereof" and "hereunder" and other words of similar
import refer to this Trust Agreement as a whole and not to any particular
Article, Section or other subdivision.

     "Act" has the meaning specified in Section 6.8.

     "Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, the amount of Additional Interest (as
defined in the Supplemental Indenture) paid by the Depositor on a Like Amount of
Notes for such period.

     "Additional Sums" has the meaning specified in Section 2.9 of the
Supplemental Indenture.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

     "Bank" has the meaning specified in the preamble to this Trust Agreement.

     "Bankruptcy Event" means, with respect to any Person:

     (a) the entry of a decree or order by a court having jurisdiction in the
premises judging such Person a bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjudication or
composition of or in respect of such Person under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law, or appointing
a receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of such Person or of any substantial part of its property or ordering
the winding up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive days; or

     (b) the institution by such Person of proceedings to be adjudicated a
bankrupt or insolvent, or the consent by it to the institution of bankruptcy or
insolvency proceedings against it, or the filing by it of a petition or answer
or consent seeking reorganization or relief under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law, or the
consent by it to the filing of any such petition or to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or similar official) of
such Person or of any substantial part of its property, or the making by it of
an assignment for the benefit of creditors, or the admission by it in writing of
its inability to pay its debts generally as they become due and its willingness
to be adjudicated a bankrupt, or the taking of corporate action by such Person
in furtherance of any such action.


                                       2
<PAGE>

     "Bankruptcy Laws" has the meaning specified in Section 10.9.

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Depositor to have been duly adopted by the
Depositor's Board of Directors, or such committee of the Board of Directors or
officers of the Depositor to which authority to act on behalf of the Board of
Directors has been delegated, and to be in full force and effect on the date of
such certification, and delivered to the Trustees.

     "Book-Entry Preferred Securities Certificates" means a beneficial interest
in the Preferred Securities Certificates, ownership and transfers of which shall
be evidenced through book entries by a Clearing Agency as described in Section
5.11.

     "Business Day" means a day other than (a) a Saturday or Sunday, (b) a day
on which banking institutions in The City of New York or Los Angeles, California
are authorized or required by law or executive order to remain closed, or (c) a
day on which the Property Trustee's Corporate Trust Office or the Corporate
Trust Office of the Indenture Trustee is closed for business.

     "Certificate Depository Agreement" means the agreement among the Trust, the
Depositor and The Depository Trust Company, as the initial Clearing Agency,
dated as of the Closing Date, relating to the Trust Securities Certificates,
substantially in the form attached as Exhibit B, as the same may be amended and
supplemented from time to time.

     "Clearing Agency" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The
Depository Trust Company will be the initial Clearing Agency.

     "Clearing Agency Participant" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time a Clearing Agency effects
book-entry transfers and pledges of securities deposited with the Clearing
Agency.

     "Closing Date" means the "First Time of Delivery" as specified in the
Underwriting Agreement.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, as amended,
or, if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.


                                       3
<PAGE>

     "Common Security" means an undivided beneficial interest in the assets of
the Trust, having a Liquidation Amount of $25 and having the rights provided
therefor in this Trust Agreement, including the right to receive Distributions
and a Liquidation Distribution as provided herein.

     "Common Securityholder" means the Holder from time to time of the Common
Securities.

     "Common Securities Certificate" means a certificate evidencing ownership of
Common Securities, substantially in the form attached as Exhibit C.

     "Corporate Trust Office" means (i) when used with respect to the Property
Trustee, the principal office of the Property Trustee located at 450 West 33rd
Street, 15th Floor, New York, New York 10001, and (ii) when used with respect to
the Indenture Trustee, the principal office of the Indenture Trustee located at
450 West 33rd Street, 15th Floor, New York, New York 10001.

     "Definitive Preferred Securities Certificates" means either or both (as the
context requires) of (a) Preferred Securities Certificates issued as Book-Entry
Preferred Securities Certificates as provided in Section 5.11(a) and (b)
Preferred Securities Certificates issued in certificated, fully registered form
as provided in Section 5.13.

     "Delaware Business Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C. ss.ss.3801, et seq., as it may be amended from time to time.

     "Delaware Trustee" means the Person identified as the "Delaware Trustee" in
the preamble to this Trust Agreement solely in its capacity as Delaware Trustee
of the Trust and not in its individual capacity, or its successor in interest in
such capacity, or any successor trustee appointed as herein provided.

     "Depositor" has the meaning specified in the preamble to this Trust
Agreement.

     "Distribution Date" has the meaning specified in Section 4.1(a).

     "Distributions" means amounts payable in respect of the Trust Securities as
provided in Section 4.1.

     "Early Termination Event" has the meaning specified in Section 9.2.

     "Event of Default" means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

     (a) the occurrence of an Indenture Event of Default; or

                                       4
<PAGE>

     (b) default by the Trust in the payment of any Distribution when it becomes
due and payable, and continuation of such default for a period of 30 days; or

     (c) default by the Trust in the payment of any Redemption Price of any
Trust Security when it becomes due and payable; or

     (d) default in the performance, or breach, in any material respect, of any
covenant or warranty of the Trustees in this Trust Agreement (other than a
covenant or warranty a default in the performance or breach of which is dealt
with in clause (b) or (c) above) and continuation of such default or breach for
a period of 90 days after there has been given, by registered or certified mail,
to the defaulting Trustee or Trustees by the Holders of at least 25% in
aggregate liquidation amount of the Outstanding Preferred Securities a written
notice specifying such default or breach and requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder; or

     (e) the occurrence of a Bankruptcy Event with respect to the Property
Trustee and the failure by the Depositor to appoint a successor Property Trustee
within 60 days thereof.

     "Expense Agreement" means the Agreement as to Expenses and Liabilities
between the Guarantor and the Trust, substantially in the form attached as
Exhibit D, as amended from time to time.

     "Expiration Date" has the meaning specified in Section 9.1.

     "Guarantee" means the Guarantee Agreement executed and delivered by the
Guarantor and The Chase Manhattan Bank, as trustee, contemporaneously with the
execution and delivery of this Trust Agreement, for the benefit of the holders
of the Preferred Securities, as amended from time to time.

     "Guarantor" means Edison International, a California corporation, and its
successors and assigns.

     "Indenture" means the Subordinated Indenture, dated as of July 26, 1999,
between the Depositor and the Indenture Trustee, as trustee, as amended or
supplemented from time to time (including by the Supplemental Indenture).

     "Indenture Event of Default" means an "Event of Default," as defined in the
Indenture, with respect to the Notes.

     "Indenture Redemption Date" means, with respect to any Notes to be redeemed
under the Indenture, the date fixed for redemption under the Indenture.

     "Indenture Trustee" means The Chase Manhattan Bank, a New York banking
corporation, and any successor thereto.

     "Lien" means any lien, pledge, charge, encumbrance, mortgage, deed of
trust, adverse ownership interest, hypothecation, assignment, security interest
or preference, priority or other security agreement or preferential arrangement
of any kind or nature whatsoever.

                                       5
<PAGE>

     "Like Amount" means (a) with respect to a redemption of Trust Securities,
Trust Securities having a Liquidation Amount equal to the principal amount of
Notes to be contemporaneously redeemed in accordance with the Indenture the
proceeds of which will be used to pay the Redemption Price of such Trust
Securities, and (b) with respect to a distribution of Notes to Holders of Trust
Securities in connection with a dissolution or liquidation of the Trust, Notes
having a principal amount equal to the Liquidation Amount of the Trust
Securities of the Holder to whom such Notes are distributed.

     "Liquidation Amount" means the stated amount of $25 per Trust Security.

     "Liquidation Date" means the date on which Notes are to be distributed to
Holders of Trust Securities in connection with a dissolution and liquidation of
the Trust pursuant to Section 9.4(a).

     "Liquidation Distribution" has the meaning specified in Section 9.4(d).

     "1940 Act" means the Investment Company Act of 1940, as amended.

     "Notes" means the aggregate principal amount of the Depositor's 8.60%
Subordinated Deferrable Interest Notes, Series B, issued pursuant to the
Indenture.

     "Officer's Certificate" means a certificate signed by any one of the
Chairman of the Board, Chief Executive Officer, President, a Vice President, the
Treasurer, an Associate Treasurer, an Assistant Treasurer, the Controller, the
Secretary or an Assistant Secretary, of the Depositor, and delivered to the
appropriate Trustee. The officer signing an Officer's Certificate given pursuant
to Section 8.15 shall be the principal executive, financial or accounting
officer of the Depositor. Any Officer's Certificate delivered with respect to
compliance with a condition or covenant provided for in this Trust Agreement
shall include:

     (a) a statement that the officer signing the Officer's Certificate has read
the covenant or condition and the definitions relating thereto;

     (b) a brief statement of the nature and scope of the examination or
investigation undertaken by such officer in rendering the Officer's Certificate;

     (c) a statement that such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

     (d) a statement as to whether, in the opinion of such officer, such
condition or covenant has been complied with.


                                       6
<PAGE>

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Trust, the Property Trustee or the Depositor, and who shall be
reasonably acceptable to the Property Trustee.

     "Original Trust Agreement" has the meaning specified in the recitals to
this Trust Agreement.

     "Outstanding", when used with respect to Trust Securities, means, as of the
date of determination, all Trust Securities theretofore executed and delivered
under this Trust Agreement, except:

     (a) Trust Securities theretofore canceled by the Property Trustee or
delivered to the Property Trustee for cancellation;

     (b) Trust Securities for whose payment or redemption money in the necessary
amount has been theretofore deposited with the Property Trustee or any Paying
Agent for the Holders of such Trust Securities; provided that, if such Trust
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Trust Agreement; and

     (c) Trust Securities which have been paid or in exchange for or in lieu of
which other Preferred Securities have been executed and delivered pursuant to
Sections 5.4, 5.5, 5.11 and 5.13; provided, however, that in determining whether
the Holders of the requisite Liquidation Amount of the Outstanding Preferred
Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, Preferred Securities owned by the Depositor, any
Trustee or any Affiliate of the Depositor or any Trustee shall be disregarded
and deemed not to be Outstanding, except that (i) in determining whether any
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Preferred Securities
that such Trustee knows to be so owned shall be so disregarded and (ii) the
foregoing proviso shall not apply at any time when all of the outstanding
Preferred Securities are owned by the Depositor, one or more of the Trustees
and/or any such Affiliate. Preferred Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Regular Trustees the pledgee's right so to act with respect
to such Preferred Securities and that the pledgee is not the Depositor or any
Affiliate of the Depositor.

     "Over-allotment Option" has the meaning specified in the Underwriting
Agreement.

     "Owner" means each Person who is the beneficial owner of a Book-Entry
Preferred Securities Certificate as reflected in the records of the Clearing
Agency or, if a Clearing Agency Participant is not the Owner, then as reflected
in the records of a Person maintaining an account with such Clearing Agency
(directly or indirectly, in accordance with the rules of such Clearing Agency).

                                       7
<PAGE>

     "Paying Agent" means any paying agent or co-paying agent appointed pursuant
to Section 5.9 and shall initially be the Bank.

     "Payment Account" means a segregated non-interest-bearing corporate trust
account maintained by the Property Trustee with the Bank in its trust department
for the benefit of the Securityholders in which all amounts paid in respect of
the Notes will be held and from which the Property Trustee, through the Paying
Agent, shall make payments to the Securityholders in accordance with Sections
4.1 and 4.2.

     "Person" means any individual, corporation, partnership (general or
limited), joint venture, trust, limited liability company or corporation,
unincorporated organization or government or any agency or political subdivision
thereof.

     "Preferred Security" means an undivided beneficial interest in the assets
of the Trust, having a Liquidation Amount of $25 and having the rights provided
therefor in this Trust Agreement, including the right to receive Distributions
and a Liquidation Distribution as provided herein.

     "Preferred Securities Certificate" means a certificate evidencing ownership
of Preferred Securities, substantially in the form attached as Exhibit E.

     "Property Trustee" means the Person identified as the "Property Trustee" in
the preamble to this Trust Agreement solely in its capacity as Property Trustee
of the Trust and not in its individual capacity, or its successor in interest in
such capacity, or any successor property trustee appointed as herein provided.

     "Redemption Date" means, with respect to any Trust Security to be redeemed,
the date fixed for such redemption by or pursuant to this Trust Agreement;
provided that each Indenture Redemption Date and the stated maturity of the
Notes shall be a Redemption Date for a Like Amount of Trust Securities.

     "Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date, allocated on a pro rata basis (based on
Liquidation Amounts) among the Trust Securities.

     "Regular Trustees" means each of the Persons identified as a "Regular
Trustee" in the preamble to this Trustee Agreement solely in such Person's
capacity as Regular Trustee of the Trust formed and continued hereunder and not
in such Person's individual capacity, or such Regular Trustee's successor in
interest in such capacity, or any successor trustee appointed as herein
provided.

     "Relevant Trustee" shall have the meaning specified in Section 8.10.

     "Second Closing Date" means the "Second Time of Delivery" as specified in
the Underwriting Agreement.

                                       8
<PAGE>

     "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.4.

     "Securityholder" or "Holder" means a Person in whose name a Trust Security
or Trust Securities is registered in the Securities Register, any such Person
being a beneficial owner within the meaning of the Delaware Business Trust Act;
provided, however, that in determining whether the Holders of the requisite
amount of Preferred Securities have voted on any matter provided for in this
Trust Agreement, then for the purpose of any such determination, so long as
Definitive Preferred Securities Certificates have not been issued, the term
Securityholders or Holders as used herein shall refer to the Owners.

     "Supplemental Indenture" means the Supplemental Indenture No. 2, dated as
of October 29, 1999, between the Depositor and the Indenture Trustee, as amended
or supplemented from time to time.

     "Tax Event" means the receipt by the Trust of an Opinion of Counsel from
counsel experienced in such matters to the effect that, as a result of any
amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or as a result of any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which pronouncement or decision is announced on or after the date of issuance of
the Preferred Securities under this Trust Agreement, there is more than an
insubstantial risk that (i) the Trust is, or will be within 90 days after the
date of such Opinion of Counsel, subject to United States federal income tax
with respect to income received or accrued on the Notes, (ii) interest payable
by the Depositor on the Notes is not, or within 90 days after the date of such
Opinion of Counsel, will not be, deductible by the Depositor, in whole or in
part, for United States federal income tax purposes or (iii) the Trust is, or
will be within 90 days after the date of such Opinion of Counsel, subject to
more than a de minimis amount of other taxes, duties, assessments or other
governmental charges.

     "Trust" means the Delaware business trust created and continued hereby and
identified on the cover page to this Trust Agreement.

     "Trust Agreement" means this Amended and Restated Trust Agreement, as the
same may be modified, amended or supplemented in accordance with the applicable
provisions hereof, including (i) all exhibits hereto and (ii) for all purposes
of this Trust Agreement and any such modification, amendment or supplement, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
this Trust Agreement and any such modification, amendment or supplement,
respectively.

     "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

                                       9
<PAGE>

     "Trust Property" means (a) the Notes, (b) any cash on deposit in, or owing
to, the Payment Account and (c) all proceeds and rights in respect of the
foregoing and any other property and assets for the time being held or deemed to
be held by the Property Trustee pursuant to the trusts of this Trust Agreement.

     "Trust Security" means any one of the Common Securities or the Preferred
Securities.

     "Trust Securities Certificate" means any one of the Common Securities
Certificates or the Preferred Securities Certificates.

     "Trustees" means, collectively, the Property Trustee, the Delaware Trustee
and the Regular Trustees.

     "Underwriting Agreement" means the Pricing Agreement (including the
Underwriting Agreement incorporated by reference therein), dated October 29,
1999, among the Trust, the Depositor and the underwriters named therein.

                                   ARTICLE II

                           ESTABLISHMENT OF THE TRUST

     Section 2.1 Name.

     The Trust continued hereby shall be known as "EIX Trust II," as such name
may be modified from time to time by the Regular Trustees following written
notice to the Holders of Trust Securities and the other Trustees, in which name
the Trustees may conduct the business of the Trust, make and execute contracts
and other instruments on behalf of the Trust and sue and be sued.

     Section 2.2 Office of the Delaware Trustee; Principal Place of Business.

     The address of the Delaware Trustee in the State of Delaware is 1201 N.
Market Street, Wilmington, Delaware 19801, or such other address in the State of
Delaware as the Delaware Trustee may designate by written notice to the
Depositor. The principal executive office of the Trust is 2244 Walnut Grove
Avenue, Rosemead, California 91770.

     Section 2.3 Organizational Expenses.

     The Depositor shall pay organizational expenses of the Trust as they arise
or shall, upon request of any Trustee, promptly reimburse such Trustee for any
such expenses paid by such Trustee. The Depositor shall make no claim upon the
Trust Property for the payment of such expenses.

                                       10
<PAGE>

     Section 2.4 Issuance of the Preferred Securities.

     The Depositor, on behalf of the Trust and pursuant to the Original Trust
Agreement, executed and delivered the Underwriting Agreement. On the Closing
Date, a Regular Trustee, on behalf of the Trust, shall execute in accordance
with Section 5.2, and the Property Trustee shall deliver to the Underwriters
named in the Underwriting Agreement, Preferred Securities Certificates,
registered in the name of the nominee of the initial Clearing Agency, evidencing
an aggregate of 12,000,000 Preferred Securities having an aggregate Liquidation
Amount of $300,000,000, against receipt by the Property Trustee of the aggregate
purchase price of such Preferred Securities of $300,000,000. In the event that
the Underwriters shall exercise their Over-allotment Option, on the Second
Closing Date, a Regular Trustee, on behalf of the Trust, shall execute in
accordance with Section 5.2, and the Property Trustee shall deliver to the
Underwriters named in the Underwriting Agreement, Preferred Securities
Certificates, registered in the name of the nominee of the initial Clearing
Agency, evidencing an aggregate of up to 1,800,000 Preferred Securities having
an aggregate Liquidation Amount of up to $45,000,000, against receipt by the
Property Trustee of the aggregate purchase price of such Preferred Securities in
an amount equal to such aggregate Liquidation Amount, all in accordance with the
terms of such exercise.

     Section 2.5 Issuance of the Common Securities; Subscription and Purchase of
Notes.

     On the Closing Date, a Regular Trustee, on behalf of the Trust, shall
execute in accordance with Section 5.2, and the Property Trustee shall deliver
to the Depositor, Common Securities Certificates, registered in the name of the
Depositor, evidencing an aggregate of 371,136 Common Securities having an
aggregate Liquidation Amount of $9,278,400 against receipt by the Property
Trustee from the Depositor of such amount. Contemporaneously therewith, a
Regular Trustee, on behalf of the Trust, shall subscribe to and purchase from
the Depositor Notes, registered in the name of the Property Trustee (in its
capacity as such) and having an aggregate principal amount equal to
$309,278,400, and, in satisfaction of the purchase price for such Notes, the
Property Trustee, on behalf of the Trust, shall deliver to the Depositor the sum
of $309,278,400 (being the sum of the amounts delivered to the Property Trustee
pursuant to (i) the second sentence of Section 2.4 and (ii) the first sentence
of this Section 2.5). In the event that the Underwriters shall exercise their
Over-allotment Option, on the Second Closing Date, a Regular Trustee, on behalf
of the Trust, shall execute in accordance with Section 5.2, and the Property
Trustee shall deliver to the Depositor, Common Securities Certificates,
registered in the name of the Depositor, evidencing an aggregate of up to 55,672
Common Securities having an aggregate Liquidation Amount of up to $1,391,800
(such number and aggregate Liquidation Amount to be equal, unless otherwise
agreed by the Depositor and the Underwriters, to 3/97 of the number and
aggregate Liquidation Amount, respectively, of Preferred Securities to be
executed and delivered pursuant to the third sentence of Section 2.4, rounded
(A) in the case of such number, up to the nearest whole number and (B) in the
case of such amount, to the product of such number multiplied by $25), against
receipt by the Property Trustee from the Depositor of such amount.
Contemporaneously therewith, a Regular Trustee, on behalf of the Trust, shall
subscribe to and purchase from the Depositor Notes, registered in the name of


                                       11
<PAGE>

the Property Trustee (in its capacity as such) and having an aggregate principal
amount equal to the sum of the aggregate Liquidation Amounts of (x) the
Preferred Securities to be executed and delivered pursuant to the third sentence
of Section 2.4 and (y) the Common Securities to be executed and delivered
pursuant to the third sentence of this Section 2.5, and, in satisfaction of the
purchase price for such Notes, the Property Trustee, on behalf of the Trust,
shall deliver to the Depositor an amount equal to such sum.

     Section 2.6 Declaration of Trust.

     The exclusive purposes and functions of the Trust are (a) to issue and sell
Trust Securities and use the proceeds from such sale to acquire the Notes, (b)
to distribute the cash payments it receives on the Notes it owns to the
Securityholders, and (c) to engage in only those activities necessary,
appropriate, convenient or incidental thereto. The Depositor hereby appoints the
Trustees as trustees of the Trust, to have all the rights, powers and duties to
the extent set forth herein, and the Trustees hereby accept such appointment.
The Property Trustee hereby declares that it will hold the Trust Property in
trust upon and subject to the conditions set forth herein for the benefit of the
Trust and the Securityholders. The Regular Trustees shall have all rights,
powers and duties set forth herein and in accordance with applicable law with
respect to accomplishing the purposes of the Trust. The Delaware Trustee shall
not be entitled to exercise any powers, nor shall the Delaware Trustee have any
of the duties and responsibilities, of the Trustees set forth herein. The
Delaware Trustee shall be one of the Trustees of the Trust for the sole and
limited purpose of fulfilling the requirements of Section 3807(a) of the
Delaware Business Trust Act.

     Section 2.7 Authorization to Enter into Certain Transactions.

     (a) The Trustees shall conduct the affairs of the Trust in accordance with
the terms of this Trust Agreement. Subject to the limitations set forth in
paragraph (b) of this Section, and in accordance with the following provisions
(i) and (ii), the Trustees shall have the authority to enter into all
transactions and agreements determined by the Trustees to be appropriate in
exercising the authority, express or implied, otherwise granted to the Trustees
under this Trust Agreement, and to perform all acts in furtherance thereof,
including without limitation, the following:

     (i) Each Regular Trustee, acting singly or collectively, shall have the
power and authority to act on behalf of the Trust with respect to the following
matters:

     (A)  the issuance and sale of the Trust Securities;

     (B)  to cause the Trust to enter into, and to execute, deliver and perform
          on behalf of the Trust, the Expense Agreement and the Certificate
          Depository Agreement and such other agreements as may be necessary or
          desirable in connection with the purposes and function of the Trust;

                                       12
<PAGE>

     (C)  assisting in the registration of the Preferred Securities under the
          Securities Act of 1933, as amended, and under state securities or blue
          sky laws, and the qualification of this Trust Agreement as a trust
          indenture under the Trust Indenture Act;

     (D)  assisting in the listing of the Preferred Securities upon such
          securities exchange or exchanges as shall be determined by the
          Depositor and the registration of the Preferred Securities under the
          Securities Exchange Act of 1934, as amended, and the preparation and
          filing of all periodic and other reports and other documents pursuant
          to the foregoing;

     (E)  assisting in the sending of notices (other than notices of default)
          and other information regarding the Trust Securities and the Notes to
          the Securityholders in accordance with this Trust Agreement;

     (F)  consenting to the appointment of a Paying Agent in accordance with
          this Trust Agreement;

     (G)  execution of the Trust Securities on behalf of the Trust in accordance
          with this Trust Agreement;

     (H)  execution and delivery of closing certificates pursuant to the
          Underwriting Agreement and application for a taxpayer identification
          number for the Trust;

     (I)  unless otherwise determined by the Depositor, the Property Trustee or
          the Holders of Preferred Securities representing more than 50% of the
          aggregate Liquidation Amount of the Outstanding Preferred Securities,
          or as otherwise required by the Delaware Business Trust Act or the
          Trust Indenture Act, to execute on behalf of the Trust (either acting
          alone or together with any or all of the Regular Trustees) any
          documents that the Regular Trustees have the power to execute pursuant
          to this Trust Agreement; and

     (J)  the taking of any action incidental to the foregoing as the Trustees
          may from time to time determine is necessary or advisable to give
          effect to the terms of this Trust Agreement for the benefit of the
          Securityholders (without consideration of the effect of any such
          action on any particular Securityholder).

     (ii) The Property Trustee shall have the power, duty and authority to act
on behalf of the Trust with respect to the following matters:

     (A)  the establishment of the Payment Account;

                                       13
<PAGE>

     (B)  the receipt of the Notes;

     (C)  the collection of interest, principal and any other payments made in
          respect of the Notes in the Payment Account;

     (D)  the distribution through the Paying Agent of amounts owed to the
          Securityholders in respect of the Trust Securities;

     (E)the exercise of all of the rights, powers and privileges of a holder of
          the Notes;

     (F)  the sending of notices of default and other information regarding the
          Trust Securities and the Notes to the Securityholders in accordance
          with this Trust Agreement;

     (G)  the distribution of the Trust Property in accordance with the terms of
          this Trust Agreement;

     (H)  to the extent  provided  in this  Trust  Agreement,  assisting  in the
          winding  up of the  affairs  of and  liquidation  of the Trust and the
          preparation,  execution and filing of the  certificate of cancellation
          with the Secretary of State of the State of Delaware;

     (I)  after an Event of Default (other than under paragraph (b), (c), (d) or
          (e) of the definition of such term if such Event of Default is by or
          with respect to the Property Trustee) the taking of any action
          incidental to the foregoing as the Property Trustee may from time to
          time determine is necessary or advisable to give effect to the terms
          of this Trust Agreement and protect and conserve the Trust Property
          for the benefit of the Securityholders (without consideration of the
          effect of any such action on any particular Securityholder); and

     (J)  any of the duties, liabilities, powers or the authority of the Regular
          Trustees set forth in Section 2.7(a)(i)(E), (F) and (J); and in the
          event of a conflict between the actions of the Regular Trustees and
          those of the Property Trustee, the actions of the Property Trustee
          shall prevail.

     (b) So long as this Trust Agreement remains in effect, the Trust (or the
Trustees acting on behalf of the Trust) shall not undertake any business,
activities or transaction except as expressly provided herein or contemplated
hereby. In particular, the Trustees (acting on behalf of he Trust) shall not (i)
acquire any investments other than the Notes, (ii) engage in any activities not
authorized by this Trust Agreement, (iii) sell, assign, transfer, exchange,
mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or
interests therein, including to Securityholders, except as expressly provided
herein, (iv) take any action that would cause the Trust to fail or cease to
qualify as a "grantor trust" for United States federal income tax purposes, (v)
incur any indebtedness for borrowed money or issue any other debt or (vi) take
or consent to any action that would result in the placement of a Lien on any of
the Trust Property. The Property Trustee shall defend all claims and demands of
all Persons at any time claiming any Lien on any of the Trust Property adverse


                                       14
<PAGE>

to the interest of the Trust or the Securityholders in their capacity as
Securityholders; provided, however, that (x) all expenses relating to such
defense shall be borne by the Depositor and (y) the Property Trustee shall be
fully indemnified by the Depositor for all costs incurred in connection with
such defense.

     (c) In connection with the issue and sale of the Preferred Securities, the
Depositor shall have the right and responsibility to assist the Trust with
respect to, or effect on behalf of the Trust, the following (and any actions
taken by the Depositor in furtherance of the following prior to the date of this
Trust Agreement are hereby ratified and confirmed in all respects):

     (i) the preparation and filing by the Trust with the Commission and the
execution on behalf of the Trust of a registration statement on the appropriate
form in relation to the Preferred Securities, including any amendments thereto;

     (ii) the determination of the States in which to take appropriate action to
qualify or register for sale all or part of the Preferred Securities and the
determination of any and all such acts, other than actions which must be taken
by or on behalf of the Trust, and the advice to the Trustees of actions they
must take on behalf of the Trust, and the preparation for execution and filing
of any documents to be executed and filed by the Trust or on behalf of the
Trust, as the Depositor deems necessary or advisable in order to comply with the
applicable laws of any such States;

     (iii) the preparation for filing by the Trust and execution on behalf of
the Trust of an application to the New York Stock Exchange or any other national
stock exchange or the Nasdaq National Market for listing upon notice of issuance
of any Preferred Securities;

     (iv) the preparation for filing by the Trust with the Commission and the
execution on behalf of the Trust of a registration statement on Form 8-A
relating to the registration of the Preferred Securities under Section 12(b) or
12(g) of the Securities Exchange Act of 1934, as amended, including any
amendments thereto, if required;

     (v) the negotiation of the terms of, and the execution and delivery of, the
Underwriting Agreement providing for the sale of the Preferred Securities; and

     (vi) the taking of any other actions necessary or desirable to carry out
any of the foregoing activities.

     (d) Notwithstanding anything herein to the contrary, the Trustees are
authorized, and the Regular Trustees are directed, to conduct the affairs of the
Trust and to operate the Trust so that (i) the Trust will not be deemed to be an
"investment company" required to be registered under the 1940 Act, (ii) the


                                       15
<PAGE>

Trust will be classified as a grantor trust for United States Federal income tax
purposes and (iii) so that the Notes will be treated as indebtedness of the
Depositor for United States Federal income tax purposes. In this connection, the
Depositor and the Trustees are authorized to take any action, not inconsistent
with applicable law, the Certificate of Trust or this Trust Agreement, that each
of the Depositor and the Trustees determines in its discretion to be necessary
or desirable for such purposes, as long as such action does not adversely affect
in any material respect the interests of the Holders of the Preferred
Securities.

     Section 2.8 Assets of Trust.

     The assets of the Trust shall consist of the Trust Property.

     Section 2.9 Title to Trust Property.

     Legal title to all Trust Property shall be vested at all times in the
Property Trustee (in its capacity as such) and shall be held and administered by
the Property Trustee for the benefit of the Trust and the Securityholders in
accordance with this Trust Agreement.

                                   ARTICLE III

                                 PAYMENT ACCOUNT

     Section 3.1 Payment Account.

     (a) On or prior to the Closing Date, the Property Trustee shall establish
the Payment Account. The Property Trustee and any agent of the Property Trustee
shall have exclusive control and sole right of withdrawal with respect to the
Payment Account for the purpose of making deposits in and withdrawals from the
Payment Account in accordance with this Trust Agreement. All monies and other
property deposited or held from time to time in the Payment Account shall be
held by the Property Trustee in the Payment Account for the exclusive benefit of
the Securityholders and for distribution as herein provided, including (and
subject to) any priority of payments provided for herein.

     (b) The Property Trustee shall deposit in the Payment Account, promptly
upon receipt, all payments of principal of or interest on, and any other
payments or proceeds with respect to, the Notes. Amounts held in the Payment
Account shall not be invested by the Property Trustee pending distribution
thereof.

                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

     Section 4.1 Distributions.

     (a) The Trust Securities represent undivided beneficial interests in the
Trust Property, and Distributions (including of Additional Amounts) will be made
on the Trust Securities at the rate and on the dates that payments of interest
(including of Additional Interest, as defined in the Indenture) are made on the
Notes. Accordingly:

                                       16
<PAGE>

     (i) Distributions on the Trust Securities shall be cumulative, and will
accumulate whether or not there are funds of the Trust available for the payment
of Distributions. Distributions shall accrue from October 29, 1999, and, except
in the event (and to the extent) that the Depositor exercises its right to defer
the payment of interest on the Notes pursuant to the Indenture, shall be payable
quarterly in arrears on November 30, February 28, May 31 and August 31 of each
year, commencing on November 30, 1999. If any date on which a Distribution is
otherwise payable on the Trust Securities is not a Business Day, then the
payment of such Distribution shall be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any such
delay) except that, if such Business Day is in the next succeeding calendar
year, payment of such Distribution shall be made on the immediately preceding
Business Day, in each case with the same force and effect as if made on such
date (each date on which distributions are payable in accordance with this
Section 4.1(a), a "Distribution Date").

     (ii) Assuming payments of interest on the Notes are made when due (and
before giving effect to Additional Amounts, if applicable), Distributions on the
Trust Securities shall be payable at a rate of 8.60% per annum of the
Liquidation Amount of the Trust Securities. The amount of Distributions payable
for any full period shall be computed on the basis of a 360-day year of twelve
30-day months. The amount of Distributions for any partial period shall be
computed on the basis of the number of days elapsed in a 360-day year of twelve
30-day months. The amount of Distributions payable for any period shall include
the Additional Amounts, if any.

     (iii) Distributions on the Trust Securities shall be made by the Property
Trustee from the Payment Account and shall be payable on each Distribution Date
only to the extent that the Trust has funds then on hand and available in the
Payment Account for the payment of such Distributions.

     (b) Distributions on the Trust Securities with respect to a Distribution
Date shall be payable to the Holders thereof as they appear on the Securities
Register for the Trust Securities on the relevant record date, which shall be
one Business Day prior to such Distribution Date; provided, however, that in the
event that the Preferred Securities do not remain in book-entry-only form, the
relevant record date shall be the date 15 days prior to the relevant
Distribution Date.

     Section 4.2 Redemption.

     (a) On each Indenture Redemption Date and on the stated maturity of the
Notes, the Trust will be required to redeem a Like Amount of Trust Securities at
the Redemption Price.

                                       17
<PAGE>

     (b) Notice of redemption shall be given by the Property Trustee at the
expense of the Depositor by first-class mail, postage prepaid, mailed not less
than 30 nor more than 60 days prior to the Redemption Date (or, in the event
that the redemption results from acceleration after the occurrence of an
Indenture Event of an Indenture Event of Default and the Property Trustee is
unable to give such notice within such period, as soon as practicable) to each
Holder of Trust Securities to be redeemed, at such Holder's address appearing in
the Security Register. All notices of redemption shall state:

     (i) the Redemption Date;

     (ii) the Redemption Price;

     (iii) the CUSIP number;

     (iv) if less than all the Outstanding Trust Securities are to be redeemed,
the identification and the total Liquidation Amount of the particular Trust
Securities to be redeemed; and

     (v) that on the Redemption Date the Redemption Price will become due and
payable upon each such Trust Security to be redeemed and that Distributions
thereon will cease to accrue on and after said date, except as provided in
Section 4.2(d).

     (c) The Trust Securities redeemed on each Redemption Date shall be redeemed
at the Redemption Price with the proceeds from the contemporaneous redemption of
Notes. Redemptions of the Trust Securities shall be made and the Redemption
Price shall be payable on each Redemption Date only to the extent that the Trust
has funds then on hand and available in the Payment Account for the payment of
such Redemption Price.

     (d) If the Property Trustee gives a notice of redemption in respect of any
Preferred Securities, then, by 2:00 p.m., New York City time, on the Redemption
Date, subject to Section 4.2(c), the Property Trustee will, so long as the
Preferred Securities are in book-entry-only form, irrevocably deposit with the
Clearing Agency for the Preferred Securities funds sufficient to pay the
applicable Redemption Price and will give such Clearing Agency instructions with
respect to payment of the Redemption Price to the holders of the Preferred
Securities in accordance with the procedures set forth in the applicable
agreement between the Property Trustee and such Clearing Agency. If the
Preferred Securities are no longer in book-entry-only form, the Property
Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying
Agent funds sufficient to pay the applicable Redemption Price and will give the
Paying Agent instructions and authority to pay the Redemption Price to the
Holders thereof upon surrender of their Preferred Securities Certificates in
accordance with the notice of redemption. Notwithstanding the foregoing,
Distributions payable on or prior to the Redemption Date for any Trust
Securities called for redemption shall be payable to the Holders of such Trust
Securities as they appear on the Register for the Trust Securities on the
relevant record dates for the related Distribution Dates. If notice of

                                       18
<PAGE>

redemption shall have been given and funds deposited as required, then upon the
date of such deposit, all rights of Securityholders holding Trust Securities so
called for redemption will cease, except the right of such Securityholders to
receive the Redemption Price and any Distribution payable on or prior to the
Redemption Date, but without interest, and such Securities will cease to be
outstanding. In the event that any date on which any Redemption Price is payable
is not a Business Day, then payment of the Redemption Price payable on such date
will be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay), except that, if such
Business Day falls in the next calendar year, such payment will be made on the
immediately preceding Business Day, in each case, with the same force and effect
as if made on such date. In the event that payment of the Redemption Price in
respect of any Trust Securities called for redemption is improperly withheld or
refused and not paid either by the Trust or by the Guarantor pursuant to the
Guarantee, Distributions on such Trust Securities will continue to accrue, at
the then applicable rate, from the Redemption Date originally established by the
Trust for such Trust Securities to the date such Redemption Price is actually
paid, in which case the actual payment date will be the date fixed for
redemption for purposes of calculating the Redemption Price.

     (e) Payment of the Redemption Price on the Trust Securities shall be made
to the recordholders thereof as they appear on the Securities Register for the
Trust Securities on the relevant record date, which shall be one Business Day
prior to the relevant Redemption Date; provided, however, that in the event that
the Preferred Securities do not remain in book-entry-only form, the relevant
record date shall be the date 15 days prior to the relevant Redemption Date.

     (f) Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common Securities and
the Preferred Securities. The particular Preferred Securities and Common
Securities to be redeemed shall be selected on a pro rata basis (based upon
Liquidation Amounts) not more than 60 days prior to the Redemption Date by the
Property Trustee from the Outstanding Preferred Securities and Common
Securities, respectively, not previously called for redemption, by such method
(including, without limitation, by lot) as the Property Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of
portions (equal to $25 or an integral multiple of $25 in excess thereof) of the
Liquidation Amount of Preferred Securities and Common Securities, respectively,
of a denomination larger than $25. The Property Trustee shall promptly notify
the Security Registrar in writing of the Preferred Securities and Common
Securities selected for redemption and, in the case of any Preferred Securities
or Common Securities selected for partial redemption, the Liquidation Amount
thereof to be redeemed. For all purposes of this Trust Agreement, unless the
context otherwise requires, all provisions relating to the redemption of
Preferred Securities or Preferred Securities shall relate, in the case of any
Preferred Securities or Common Securities, as applicable, redeemed or to be
redeemed only in part, to the portion of the Liquidation Amount of Preferred
Securities or Common Securities, as applicable, that has been or is to be
redeemed.

                                       19
<PAGE>

     Section 4.3 Subordination of Common Securities.

     (a) Payment of Distributions (including Additional Amounts, if applicable)
on, and the Redemption Price of, the Trust Securities, as applicable, shall be
made, subject to Section 4.2(f), pro rata among the Common Securities and the
Preferred Securities based on the Liquidation Amount of the Trust Securities;
provided, however, that if on any Distribution Date or Redemption Date any Event
of Default resulting from an Indenture Event of Default shall have occurred and
be continuing, no payment of any Distribution (including Additional Amounts, if
applicable) on, or Redemption Price of, any Common Security, and no other
payment on account of the redemption, liquidation or other acquisition of Common
Securities, shall be made unless payment in full in cash of all accumulated and
unpaid Distributions (including Additional Amounts, if applicable) on all
Outstanding Preferred Securities for all Distribution periods terminating on or
prior thereto, or in the case of payment of the Redemption Price the full amount
of such Redemption Price on all Outstanding Preferred Securities, shall have
been made or provided for, and all funds immediately available to the Property
Trustee shall first be applied to the payment in full in cash of all
Distributions (including Additional Amounts, if applicable) on, or the
Redemption Price of, Preferred Securities then due and payable.

     (b) In the case of the occurrence of any Event of Default resulting from
any Indenture Event of Default, the Holder of Common Securities will be deemed
to have waived any right to act with respect to any such Event of Default under
this Trust Agreement until the effect of all such Events of Default with respect
to the Preferred Securities have been cured, waived or otherwise eliminated.
Until any such Event of Default under this Trust Agreement with respect to the
Preferred Securities has been so cured, waived or otherwise eliminated, the
Property Trustee shall act solely on behalf of the Holders of the Preferred
Securities and not the Holder of the Common Securities, and only the Holders of
the Preferred Securities will have the right to direct the Property Trustee to
act on their behalf.

     Section 4.4 Payment Procedures.

     Payments of Distributions (including Additional Amounts, if applicable) in
respect of the Preferred Securities shall be made by check mailed to the address
of the Person entitled thereto as such address shall appear on the Securities
Register or, if the Preferred Securities are held by a Clearing Agency, such
Distributions shall be made to the Clearing Agency in immediately available
funds, which shall credit the relevant Persons' accounts at such Clearing Agency
on the applicable Distribution Dates. Payments in respect of the Common
Securities shall be made in such manner as shall be mutually agreed between the
Property Trustee and the Common Securityholder. Any Distributions in respect of
Preferred Securities that remain unclaimed for a period of two years following
the applicable Distribution Date shall be paid to the Holder of the Common
Securities.

                                       20
<PAGE>

     Section 4.5 Tax Returns and Reports

     The Regular Trustees shall prepare (or cause to be prepared), at the
Depositor's expense, and file all United States federal, state and local tax and
information returns, payee statements and reports required to be filed by or in
respect of the Trust. In this regard, the Regular Trustees shall (a) prepare and
file (or cause to be prepared and filed) the appropriate Internal Revenue
Service form required to be filed in respect of the Trust in each taxable year
of the Trust and (b) prepare and furnish (or cause to be prepared and furnished)
to each Securityholder the appropriate Internal Revenue Service form required to
be provided. The Regular Trustees shall provide the Depositor and the Property
Trustee with a copy of all such returns and reports promptly after such filing
or furnishing. The Trustees and the Paying Agent shall comply with United States
federal withholding and backup withholding tax laws and information reporting
requirements with respect to any payments to Securityholders under the Trust
Securities.

     Section 4.6 Payment of Taxes, Duties, Etc. of the Trust.

     Upon receipt under the Notes of Additional Sums, the Property Trustee,
pursuant to written instructions from the Depositor detailing the payments to be
made, shall promptly pay at the expense of the Depositor any taxes, duties or
governmental charges of whatsoever nature (other than withholding taxes) imposed
on the Trust by the United States or any other taxing authority.

     Section 4.7 Payments under Indenture or Pursuant to Direct Actions.

     Any amount payable hereunder to any Holder of Preferred Securities shall be
reduced by the amount of any corresponding payment such Holder has directly
received pursuant to Section 2.19 of the Supplemental Indenture or Section 5.14
of this Trust Agreement.

                                    ARTICLE V

                          TRUST SECURITIES CERTIFICATES

     Section 5.1 Initial Ownership.

     Upon the formation of the Trust and until the issuance of the Trust
Securities, and at any time during which no Trust Securities are outstanding,
the Depositor shall be the sole beneficial owner of the Trust.

     Section 5.2 Trust Securities Certificates.

     The Preferred Securities Certificates shall be issued in minimum
denominations of $25 Liquidation Amount and integral multiples of $25 in excess
thereof, and the Common Securities Certificates shall be issued in minimum
denominations of $25 Liquidation Amount and integral multiples thereof. The
Trust Securities Certificates shall be executed on behalf of the Trust by manual

                                       21
<PAGE>

signature of at least one Regular Trustee. Trust Securities Certificates bearing
the manual signatures of individuals who were, at the time when such signatures
shall have been affixed, authorized to sign on behalf of the Trust, shall be
validly issued and entitled to the benefits of this Trust Agreement,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the delivery of such Trust Securities Certificates or did
not hold such offices at the date of delivery of such Trust Securities
Certificates. A transferee of a Trust Securities Certificate shall become a
Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Sections 5.4, 5.11
and 5.13.

     Section 5.3 Execution and Delivery of Trust Securities Certificates.

     At the Closing Date and the Second Closing Date (if any), the Regular
Trustees shall cause Trust Securities Certificates to be executed on behalf of
the Trust and delivered by the Property Trustee as provided in Sections 2.4 and
2.5.

     Section 5.4 Registration of Transfer and Exchange of Preferred Securities
Certificates.

     The Depositor shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 5.8, a register or registers for the purpose of
registering Trust Securities Certificates and transfers and exchanges of
Preferred Securities Certificates (the "Securities Register") in which the
registrar designated by the Depositor (the "Securities Registrar"), subject to
such reasonable regulations as it may prescribe, shall provide for the
registration of Preferred Securities Certificates and Common Securities
Certificates (subject to Section 5.10 in the case of the Common Securities
Certificates) and registration of transfers and exchanges of Preferred
Securities Certificates as herein provided. The Bank shall be the initial
Securities Registrar.

     Upon surrender for registration of transfer of any Preferred Securities
Certificate at the office or agency maintained pursuant to Section 5.8, the
Regular Trustees or any one of them shall execute and deliver to the Property
Trustee, and the Property Trustee shall deliver, in the name of the designated
transferee or transferees, one or more new Preferred Securities Certificates in
authorized denominations of a like aggregate Liquidation Amount dated the date
of execution by such Regular Trustee or Trustees.

     The Securities Registrar shall not be required to register the transfer of
any Preferred Securities that have been called for redemption. At the option of
a Holder, Preferred Securities Certificates may be exchanged for other Preferred
Securities Certificates in authorized denominations of the same class and of a
like aggregate Liquidation Amount upon surrender of the Preferred Securities
Certificates to be exchanged at the office or agency maintained pursuant to
Section 5.8.

     Every Preferred Securities Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written

                                       22
<PAGE>

instrument of transfer in form satisfactory to the Securities Registrar duly
executed by the Holder or his attorney duly authorized in writing. Each
Preferred Securities Certificate surrendered for registration of transfer or
exchange shall be canceled and subsequently disposed of by the Property Trustee
in accordance with such Person's customary practice.

     No service charge shall be made for any registration of transfer or
exchange of Preferred Securities Certificates, but the Securities Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Preferred
Securities Certificates.

     Section 5.5 Mutilated, Destroyed, Lost or Stolen Trust Securities
Certificates.

     If (a) any mutilated Trust Securities Certificate shall be surrendered to
the Securities Registrar, or if the Securities Registrar shall receive evidence
to its satisfaction of the destruction, loss or theft of any Trust Securities
Certificate and (b) there shall be delivered to the Securities Registrar and the
Regular Trustees such security or indemnity as may be required by them to save
each of them harmless, then in the absence of notice that such Trust Securities
Certificate shall have been acquired by a bona fide purchaser, the Regular
Trustees, or any one of them, on behalf of the Trust shall execute and make
available for delivery, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Trust Securities Certificate, a new Trust Securities
Certificate of like class, tenor and denomination. In connection with the
issuance of any new Trust Securities Certificate under this Section, the Regular
Trustees or the Securities Registrar may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith. Any duplicate Trust Securities Certificate issued pursuant to this
Section shall constitute conclusive evidence of an undivided beneficial interest
in the assets of the Trust, as if originally issued, whether or not the lost,
stolen or destroyed Trust Securities Certificate shall be found at any time.

     Section 5.6 Persons Deemed Securityholders.

     The Trustees or the Securities Registrar shall treat the Person in whose
name any Trust Securities Certificate shall be registered in the Securities
Register as the owner of such Trust Securities Certificate for the purpose of
receiving Distributions and for all other purposes whatsoever, and neither the
Trustees nor the Securities Registrar shall be bound by any notice to the
contrary.

     Section 5.7 Access to List of Securityholders' Names and Addresses.

     The Regular Trustees or the Depositor shall furnish or cause to be
furnished to the Property Trustee (a) semi-annually on or before January 15 and
July 15 in each year, a list, in such form as the Property Trustee may
reasonably require, of the names and addresses of the Securityholders as of the
most recent record date and (b) promptly after receipt by any Regular Trustee or
the Depositor of a request for such list from the Property Trustee in order to

                                       23
<PAGE>

enable the Property Trustee to discharge its obligations under this Trust
Agreement, a list of the type referred to in clause (a), in each case to the
extent such information is in the possession or control of the Regular Trustees
or the Depositor and is not identical to a previously supplied list or has not
otherwise been received by the Property Trustee in its capacity as Securities
Registrar. The rights of Securityholders to communicate with other
Securityholders with respect to their rights under this Trust Agreement or under
the Trust Securities, and the corresponding rights of the Property Trustee shall
be as provided in the Trust Indenture Act. Each Securityholder and each Owner
shall be deemed to have agreed not to hold the Depositor, the Property Trustee
or the Regular Trustees accountable by reason of the disclosure of its name and
address, regardless of the source from which such information was derived.

     Section 5.8 Maintenance of Office or Agency.

     The Property Trustee shall designate, with the consent of the Regular
Trustees (which consent shall not be unreasonably withheld), an office or
offices or agency or agencies where Preferred Securities Certificates may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Trustees in respect of the Trust Securities Certificates
may be served. The Property Trustee initially designates its Corporate Trust
Office as its office and agency for such purposes. The Property Trustee shall
give prompt written notice to the Depositor and to the Securityholders of any
change in the location of the Securities Register or any such office or agency.

     Section 5.9 Appointment of Paying Agent.

     The Paying Agent shall make distributions to Securityholders from the
Payment Account and shall report the amounts of such distributions to the
Property Trustee and the Regular Trustees. Any Paying Agent shall have the
revocable power to withdraw funds from the Payment Account for the purpose of
making the distributions referred to above. The Property Trustee may revoke such
power and remove the Paying Agent in its sole discretion. The Paying Agent shall
initially be the Bank, and any co-paying agent chosen by the Bank, and
reasonably acceptable to the Regular Trustees. Any Person acting as Paying Agent
shall be permitted to resign as Paying Agent upon 30 days' written notice to the
Regular Trustees and the Property Trustee. In the event that the Bank shall no
longer be the Paying Agent or a successor Paying Agent shall resign or its
authority to act be revoked, the Property Trustee shall appoint a successor that
is acceptable to the Regular Trustees to act as Paying Agent (which shall be a
bank or trust company). The Property Trustee shall cause such successor Paying
Agent or any additional Paying Agent appointed by the Property Trustee to
execute and deliver to the Trustees an instrument in which such successor Paying
Agent or additional Paying Agent shall agree with the Trustees that as Paying

                                       24
<PAGE>

Agent, such successor Paying Agent or additional Paying Agent will hold all
sums, if any, held by it for payment to the Securityholders in trust for the
benefit of the Securityholders entitled thereto until such sums shall be paid to
such Securityholders. The Paying Agent shall return all unclaimed funds to the
Property Trustee and upon removal of a Paying Agent such Paying Agent shall also
return all funds in its possession to the Property Trustee. The provisions of
Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as
Paying Agent, for so long as the Bank shall act as Paying Agent and, to the
extent applicable, to any other paying agent appointed hereunder. Any reference
in this Agreement to the Paying Agent shall include any co-paying agent unless
the context requires otherwise.

     Section 5.10 Ownership of Common Securities by Depositor.

     On the Closing Date and on the Second Closing Date (if any), the Depositor
shall acquire and retain beneficial and record ownership of the Common
Securities. To the fullest extent permitted by law, other than a transfer in
connection with a consolidation or merger of the Depositor into another
corporation, or any conveyance, transfer or lease by the Depositor of its
properties and assets substantially as an entirety to any Person, pursuant to
Section 801 of the Indenture, any attempted transfer of the Common Securities
shall be void. The Regular Trustees shall cause each Common Securities
Certificate issued to the Depositor to contain a legend stating "THIS
CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN CERTAIN LIMITED CIRCUMSTANCES SET
FORTH IN THE TRUST AGREEMENT (AS DEFINED BELOW)."

     Section 5.11 Book-Entry Preferred Securities Certificates; Common
Securities Certificate.

     (a) The Preferred Securities Certificates, upon original issuance, will be
issued in the form of a typewritten Preferred Securities Certificate or
Certificates representing Book-Entry Preferred Securities Certificates, to be
delivered to The Depository Trust Company, the initial Clearing Agency, by, or
on behalf of, the Trust. Such Preferred Securities Certificate or Certificates
shall initially be registered on the Securities Register in the name of Cede &
Co., the nominee of the initial Clearing Agency, and no Owner will receive a
Definitive Preferred Securities Certificate representing such Owner's interest
in such Preferred Securities, except as provided in Section 5.13. Unless and
until Definitive Preferred Securities Certificates have been issued to Owners
pursuant to Section 5.13:

     (i) the provisions of this Section 5.11(a) shall be in full force and
effect;

     (ii) the Securities Registrar, the Depositor and the Trustees shall be
entitled to deal with the Clearing Agency for all purposes of this Trust
Agreement relating to the Book-Entry Preferred Securities Certificates
(including the payment of the Liquidation Amount of and Distributions or
Redemption Price on the Preferred Securities evidenced by Book-Entry Preferred
Securities Certificates and the giving of instructions or directions to Owners
of Preferred Securities evidenced by Book-Entry Preferred Securities
Certificates) as the sole Holder of Preferred Securities evidenced by Book-Entry
Preferred Securities Certificates and shall have no obligations to the Owners
thereof;

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<PAGE>

     (iii) to the extent that the provisions of this Section 5.11 conflict with
any other provisions of this Trust Agreement, the provisions of this Section
5.11 shall control; and

     (iv) the rights of the Owners of the Book-Entry Preferred Securities
Certificates shall be exercised only through the Clearing Agency and shall be
limited to those established by law and agreements between such Owners and the
Clearing Agency and/or the Clearing Agency Participants. Pursuant to the
Certificate Depository Agreement, unless and until Definitive Preferred
Securities Certificates are issued pursuant to Section 5.13, the initial
Clearing Agency will make book-entry transfers among the Clearing Agency
Participants and receive and transmit payments on the Preferred Securities to
such Clearing Agency Participants.

     (b) A single Common Securities Certificate representing the Common
Securities shall be issued to the Depositor in the form of a definitive Common
Securities Certificate.

     Section 5.12 Notices to Clearing Agency.

     To the extent that a notice or other communication to the Owners is
required under this Trust Agreement, unless and until Definitive Preferred
Securities Certificates shall have been issued to Owners pursuant to Section
5.13, the Trustees shall give all such notices and communications specified
herein to be given to Owners to the Clearing Agency, and shall have no
obligations to the Owners.

     Section 5.13 Definitive Preferred Securities Certificates.

     If (a) the Depositor advises the Trustees in writing that the Clearing
Agency is no longer willing or able to properly discharge its responsibilities
with respect to the Preferred Securities Certificates, and the Depositor is
unable to locate a qualified successor, (b) the Depositor at its option advises
the Trustees in writing that it elects to terminate the book-entry system
through the Clearing Agency or (c) after the occurrence of an Indenture Event of
Default, Owners of Preferred Securities Certificates representing beneficial
interests aggregating at least a majority of the aggregate Liquidation Amount of
the Outstanding Preferred Securities advise the Regular Trustees in writing that
the continuation of a book-entry system through the Clearing Agency is no longer
in the best interest of the Owners of Preferred Securities Certificates, then
the Regular Trustees shall notify the Clearing Agency and the Clearing Agency
shall notify all Owners of Preferred Securities Certificates and the other
Trustees of the occurrence of any such event and of the availability of the
Definitive Preferred Securities Certificates to Owners of such class or classes,
as applicable, requesting the same. Upon surrender to the Regular Trustees or
the Securities Registrar of the typewritten Preferred Securities Certificate or
Certificates representing the Book Entry Preferred Securities Certificates by
the Clearing Agency, accompanied by registration instructions, the Regular
Trustees, or any one of them, shall execute the Definitive Preferred Securities
Certificates in accordance with the instructions of the Clearing Agency. Neither
the Securities Registrar nor the Trustees shall be liable for any delay in

                                       26
<PAGE>

delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Preferred Securities Certificates, the Trustees shall recognize the Holders of
the Definitive Preferred Securities Certificates as Securityholders. The
Definitive Preferred Securities Certificates shall be printed, lithographed or
engraved or may be produced in any other manner as is reasonably acceptable to
the Regular Trustees, as evidenced by the execution thereof by the Regular
Trustees or any one of them.

     Section 5.14 Rights of Securityholders.

     (a) The legal title to the Trust Property is vested exclusively in the
Property Trustee (in its capacity as such) in accordance with Section 2.9, and
the Securityholders shall not have any right or title therein other than the
undivided beneficial interest in the assets of the Trust conferred by their
Trust Securities and they shall have no right to call for any partition or
division of property, profits or rights of the Trust except as described below.
The Trust Securities shall be personal property giving only the rights
specifically set forth therein and in this Trust Agreement. The Trust Securities
shall have no preemptive or similar rights and when issued and delivered to
Securityholders against payment of the purchase price therefor will be fully
paid and nonassessable by the Trust. The Holders of the Trust Securities, in
their capacities as such, shall be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware.

     (b) For so long as any Preferred Securities remain Outstanding, if, upon an
Indenture Event of Default, the Indenture Trustee fails or the holders of not
less than 25% in principal amount of the outstanding Notes fail to declare the
principal of all of the Notes to be immediately due and payable, the Holders of
at least 25% in aggregate Liquidation Amount of the Preferred Securities then
Outstanding shall have such right by a notice in writing to the Depositor and
the Indenture Trustee; and upon any such declaration such principal amount of
and the accrued interest on all of the Notes shall become immediately due and
payable, provided that the payment of principal and interest on such Notes shall
remain subordinated to the extent provided in the Indenture.

     At any time after such a declaration of acceleration with respect to the
Notes has been made and before a judgment or decree for payment of the money due
has been obtained by the Indenture Trustee as in the Indenture provided, the
Holders of a majority in aggregate Liquidation Amount of the Outstanding
Preferred Securities, by written notice to the Property Trustee, the Depositor
and the Indenture Trustee, may rescind and annul such declaration and its
consequences if:

     (i) the Depositor has paid or deposited with the Indenture Trustee a sum
sufficient to pay

     (A)  all overdue installments of interest (including any Additional
          Interest (as defined in the Indenture)) on all of the Notes,

                                       27
<PAGE>

     (B)  the principal of any Notes which have become due otherwise than by
          such declaration of acceleration and interest thereon at the rate
          borne by the Notes, and

     (C)  all sums paid or advanced by the Indenture Trustee under the Indenture
          and the reasonable compensation, expenses, disbursements and advances
          of the Indenture Trustee and the Property Trustee, their agents and
          counsel; and

     (ii) all Events of Default with respect to the Notes, other than the
non-payment of the principal of the Notes which has become due solely by such
acceleration, have been cured or waived as provided in Section 513 of the
Indenture.

     The Holders of a majority in aggregate Liquidation Amount of the
Outstanding Preferred Securities may, on behalf of the Holders of all the
Outstanding Preferred Securities, waive any past default under the Indenture,
except a default in the payment of principal or interest on the Notes (unless
such default has been cured and a sum sufficient to pay all matured installments
of interest and principal due otherwise than by acceleration has been deposited
with the Indenture Trustee) or a default in respect of a covenant or provision
which under the Indenture cannot be modified or amended without the consent of
the holder of each outstanding Note. No such rescission shall affect any
subsequent default or impair any right consequent thereon.

     Upon receipt by the Property Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, by Holders of the Preferred
Securities all or part of which is represented by Book-Entry Preferred
Securities Certificates, a record date shall be established for determining
Holders of Outstanding Preferred Securities entitled to join in such notice,
which record date shall be at the close of business on the day the Property
Trustee receives such notice. The Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such
notice, whether or not such Holders remain Holders after such record date;
provided, that, unless such declaration of acceleration, or rescission and
annulment, as the case may be, shall have become effective by virtue of the
requisite percentage having joined in such notice prior to the day which is 90
days after such record date, such notice of declaration of acceleration, or
rescission and annulment, as the case may be, shall automatically and without
further action by any Holder be canceled and of no further effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
after expiration of such 90-day period, a new written notice of declaration of
acceleration, or rescission and annulment thereof, as the case may be, that is
identical to a written notice which has been canceled pursuant to the proviso to
the preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 5.14(b).

     (c) For so long as any Preferred Securities remain Outstanding, to the
fullest extent permitted by law and subject to the terms of this Trust Agreement
and the Indenture, upon an Indenture Event of Default specified in Section 501
(1) or (2) of the Indenture, any Holder of Preferred Securities shall have the

                                       28
<PAGE>

right to institute a proceeding directly against the Depositor, pursuant to
Section 508 of the Indenture, for enforcement of payment to such Holder of the
principal amount of or interest on Notes having a principal amount equal to the
Liquidation Amount of the Preferred Securities of such Holder (a "Direct
Action"). Except as set forth in Section 5.14(b) and this Section 5.14(c), the
Holders of Preferred Securities shall have no right to exercise directly any
right or remedy available to the holders of, or in respect of, the Notes.

                                   ARTICLE VI

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

     Section 6.1 Limitations on Voting Rights.

     (a) Except as provided in this Section, in Sections 2.7, 5.14, 8.10 and
10.2 and in the Indenture and as otherwise required by law, no Holder of
Preferred Securities shall have any right to vote or in any manner otherwise
control the administration, operation and management of the Trust or the
obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Trust Securities Certificates, be construed so as
to constitute the Securityholders from time to time as partners or members of an
association.

     (b) So long as any Notes are held by the Property Trustee, the Trustees
shall not (i) direct the time, method and place of conducting any proceeding for
any remedy available to the Indenture Trustee, or executing any trust or power
conferred on the Property Trustee with respect to such Notes, (ii) waive any
past default which is waivable under Section 513 of the Indenture, (iii)
exercise any right to rescind or annul a declaration that the principal of all
the Notes shall be due and payable or (iv) consent to any amendment,
modification or termination of the Indenture or the Notes, where such consent
shall be required, without, in each case, obtaining the prior approval of the
Holders of a majority in aggregate Liquidation Amount of all Outstanding
Preferred Securities, provided, however, that where a consent under the
Indenture would require the consent of each Holder of Notes affected thereby, no
such consent shall be given by the Property Trustee without the prior written
consent of each Holder of Preferred Securities. The Trustees shall not revoke
any action previously authorized or approved by a vote of the Holders of
Preferred Securities, except by a subsequent vote of the Holders of Preferred
Securities. The Property Trustee shall notify all Holders of the Preferred
Securities of any notice of default received from the Indenture Trustee with
respect to the Notes. In addition to obtaining the foregoing approvals of the
Holders of the Preferred Securities, prior to taking any of the foregoing
actions, the Trustees shall, at the expense of the Depositor, obtain an Opinion
of Counsel experienced in such matters to the effect that such action shall not
cause the Trust to fail to be classified as a grantor trust for United States
Federal income tax purposes.

     (c) If any proposed amendment to this Trust Agreement provides for, or the
Trustees otherwise propose to effect, (i) any action that would adversely affect
in any material respect the powers, preferences or special rights of the
Preferred Securities, whether by way of amendment to this Trust Agreement or

                                       29
<PAGE>

otherwise, or (ii) the dissolution, winding-up or termination of the Trust,
other than pursuant to the terms of this Trust Agreement, then the Holders of
Outstanding Preferred Securities as a class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of the Holders of at least a majority in aggregate
Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any
other provision of this Trust Agreement, no amendment to this Trust Agreement
may be made if, as a result of such amendment, it would cause the Trust to fail
to be classified as a grantor trust for United States Federal income tax
purposes.

     Section 6.2 Notice of Meetings.

     Notice of all meetings of the Preferred Securityholders, stating the time,
place and purpose of the meeting, shall be given by the Property Trustee
pursuant to Section 10.8 to each Preferred Securityholder of record, at his
registered address, at least 15 days and not more than 90 days before the
meeting. At any such meeting, any business properly before the meeting may be so
considered whether or not stated in the notice of the meeting. Any adjourned
meeting may be held as adjourned without further notice.

     Section 6.3 Meetings of Preferred Securityholders.

     No annual meeting of Securityholders is required to be held. The Property
Trustee, however, shall call a meeting of Preferred Securityholders to vote on
any matter upon the written request of the Preferred Securityholders of record
of 25% or more of the Preferred Securities (based upon their aggregate
Liquidation Amount) and the Regular Trustees or the Property Trustee may, at any
time in their discretion, call a meeting of Preferred Securityholders to vote on
any matters as to which Preferred Securityholders are entitled to vote.

     Preferred Securityholders of record of 50% of the Outstanding Preferred
Securities (based upon their aggregate Liquidation Amount), present in person or
by proxy, shall constitute a quorum at any meeting of Securityholders.

     If a quorum is present at a meeting, an affirmative vote by the Preferred
Securityholders of record present, in person or by proxy, holding a majority of
the Preferred Securities (based upon their aggregate Liquidation Amount) held by
the Preferred Securityholders of record present, either in person or by proxy,
at such meeting shall constitute the action of the Preferred Securityholders,
unless this Trust Agreement requires a greater number of affirmative votes.

     Section 6.4 Voting Rights.

     Securityholders shall be entitled to one vote for each $25 of Liquidation
Amount represented by their Trust Securities in respect of any matter as to
which such Securityholders are entitled to vote.

                                       30
<PAGE>

     Section 6.5 Proxies, etc.

     At any meeting of Securityholders, any Securityholder entitled to vote
thereat may vote by proxy, provided that no proxy shall be voted at any meeting
unless it shall have been placed on file with the Property Trustee, or with such
other officer or agent of the Trust as the Property Trustee may direct, for
verification prior to the time at which such vote shall be taken. Pursuant to a
resolution of the Property Trustee, proxies may be solicited in the name of the
Property Trustee or one or more officers of the Property Trustee. Only
Securityholders of record shall be entitled to vote. When Trust Securities are
held jointly by several persons, any one of them may vote at any meeting in
person or by proxy in respect of such Trust Securities, but if more than one of
them shall be present at such meeting in person or by proxy, and such joint
owners or their proxies so present disagree as to any vote to be cast, such vote
shall not be received in respect of such Trust Securities. A proxy purporting to
be executed by or on behalf of a Securityholder shall be deemed valid unless
challenged at or prior to its exercise, and the burden of proving invalidity
shall rest on the challenger. No proxy shall be valid more than three years
after its date of execution.

     Section 6.6 Securityholder Action by Written Consent.

     Any action which may be taken by Securityholders at a meeting may be taken
without a meeting and without prior notice if Securityholders holding a majority
of all Outstanding Trust Securities (based upon their Liquidation Amount)
entitled to vote in respect of such action (or such larger proportion thereof as
shall be required by any express provision of this Trust Agreement) shall
consent to the action in writing.

     Section 6.7 Record Date for Voting and Other Purposes.

     For the purposes of determining the Securityholders who are entitled to
notice of and to vote at any meeting or to act by written consent, or to
participate in any distribution on the Trust Securities in respect of which a
record date is not otherwise provided for in this Trust Agreement, or for the
purpose of any other action, the Regular Trustees or the Property Trustee may
from time to time fix a date, not more than 90 days prior to the date of any
meeting of Securityholders or the payment of a distribution or other action, as
the case may be, as a record date for the determination of the identity of the
Securityholders of record for such purposes.

     Section 6.8 Acts of Securityholders.

     Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Trust Agreement to be given, made or
taken by Securityholders or Owners may be embodied in and evidenced by one or
more written instruments of substantially similar tenor signed by such
Securityholders or Owners in person or by an agent duly appointed in writing;
and, except as otherwise expressly provided herein, such action shall become
effective when such written instrument or instruments are delivered to the
Property Trustee. Such written instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Securityholders or Owners signing such written instrument or

                                       31
<PAGE>

instruments. Proof of execution of any such written instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Trust
Agreement and (subject to Section 8.1) conclusive in favor of the Trustees, if
made in the manner provided in this Section.

     The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which any Trustee receiving the same deems sufficient.

     The ownership of Preferred Securities shall be proved by the Securities
Register.

     Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Securityholder of any Trust Security shall bind every future
Securityholder of the same Trust Security and the Securityholder of every Trust
Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustees or the Trust in reliance thereon, whether or not
notation of such action is made upon such Trust Security.

     Without limiting the foregoing, a Securityholder entitled hereunder to take
any action hereunder with regard to any particular Trust Security may do so with
regard to all or any part of the Liquidation Amount of such Trust Security or by
one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such liquidation amount.

     If any dispute arises between the Securityholders and the Property Trustee
or among such Securityholders or the Trustees with respect to the authenticity,
validity or binding nature of any request, demand, authorization, direction,
consent, waiver or other Act of such Securityholder or Trustee under this
Article VI, then the determination of such matter by the Property Trustee shall
be conclusive and binding with respect to such matter.

     Section 6.9. Inspection of Records.

     Upon reasonable notice to the Regular Trustees and the Property Trustee,
the records of the Trust shall be open to inspection by Securityholders during
normal business hours for any purpose reasonably related to such
Securityholder's interest as a Securityholder.

                                       32
<PAGE>

                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

     Section 7.1 Representations and Warranties of the Property Trustee and the
Delaware Trustee.

     The Property Trustee and the Delaware Trustee, each severally on behalf of
and as to itself, hereby represents and warrants for the benefit of the
Depositor and the Securityholders that:

     (a) the Property Trustee is a New York banking corporation validly existing
and in good standing under the laws of the State of New York;

     (b) the Property Trustee has the requisite power and authority to execute,
deliver and perform its obligations under this Trust Agreement and has taken all
necessary action to authorize the execution, delivery and performance by it of
this Trust Agreement;

     (c) the Delaware Trustee is a Delaware banking corporation duly organized,
validly existing and in good standing in the State of Delaware;

     (d) the Delaware Trustee has full corporate power, authority and legal
right to execute, deliver and perform its obligations under this Trust Agreement
and has taken all necessary action to authorize the execution, delivery and
performance by it of this Trust Agreement;

     (e) this Trust Agreement has been duly authorized, executed and delivered
by the Property Trustee and the Delaware Trustee and constitutes the valid and
legally binding agreement of each of the Property Trustee and the Delaware
Trustee enforceable against each of them in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles;

     (f) the execution, delivery and performance of this Trust Agreement has
been duly authorized by all necessary corporate or other action on the part of
the Property Trustee and the Delaware Trustee and does not require any approval
of stockholders of the Property Trustee or the Delaware Trustee;

     Section 7.2 Representations and Warranties of Depositor.

     The Depositor hereby represents and warrants that:

     (a) this Trust Agreement has been duly authorized, executed and delivered
by the Depositor and constitutes the valid and legally binding agreement of the
Depositor enforceable against it in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles;

                                       33
<PAGE>

     (b) the Trust Securities Certificates issued on the Closing Date and the
Second Closing Date (if any) on behalf of the Trust have been duly authorized
and will have been duly and validly executed, issued and delivered by the
Trustees pursuant to the terms and provisions of, and in accordance with the
requirements of, this Trust Agreement and the Securityholders will be, as of
each such date, entitled to the benefits of this Trust Agreement; and

     (c) there are no taxes, fees or other governmental charges payable by the
Trust (or the Trustees on behalf of the Trust) under the laws of the State of
Delaware or any political subdivision thereof in connection with the execution,
delivery and performance by the Property Trustee or the Delaware Trustee, as the
case may be, of this Trust Agreement.

                                  ARTICLE VIII

                                  THE TRUSTEES

     Section 8.1 Certain Duties and Responsibilities.

     (a) The duties and responsibilities of the Trustees shall be as provided by
this Trust Agreement and, in the case of the Property Trustee, subject to the
Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust
Agreement shall require the Trustees to expend or risk their own funds or
otherwise incur any financial liability in the performance of any of their
duties hereunder, or in the exercise of any of their rights or powers, if they
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
them. Whether or not therein expressly so provided, every provision of this
Trust Agreement relating to the conduct or affecting the liability of or
affording protection to the Trustees shall be subject to the provisions of this
Section. Nothing in this Trust Agreement shall be construed to release a Trustee
from liability for its own negligent action, its own negligent failure to act,
or its own willful misconduct. To the extent that, at law or in equity, a
Trustee has duties (including fiduciary duties) and liabilities relating thereto
to the Trust or to the Securityholders, such Trustee shall not be liable to the
Trust or to any Securityholder for such Trustee's good faith reliance on the
provisions of this Trust Agreement. The provisions of this Trust Agreement, to
the extent that they restrict the duties and liabilities of the Trustees
otherwise existing at law or in equity, are agreed by the Depositor and the
Securityholders to replace such other duties and liabilities of the Trustees.

     (b) All payments made by the Property Trustee or a Paying Agent in respect
of the Trust Securities shall be made only from the revenue and proceeds from
the Trust Property and only to the extent that there shall be sufficient revenue
or proceeds from the Trust Property to enable the Property Trustee or a Paying
Agent to make payments in accordance with the terms hereof. Each Securityholder,
by its acceptance of a Trust Security, agrees that it will look solely to the
revenue and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that the Trustees are not personally

                                       34
<PAGE>

liable to it for any amount distributable in respect of any Trust Security or
for any other liability in respect of any Trust Security. This Section 8.1(b)
does not limit the liability of the Trustees expressly set forth elsewhere in
this Trust Agreement or, in the case of the Property Trustee, in the Trust
Indenture Act.

     (c) No provision of this Trust Agreement shall be construed to relieve the
Property Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

     (i) the Property Trustee shall not be liable for any error of judgment made
in good faith by an authorized officer of the Property Trustee, unless it shall
be proved that the Property Trustee was negligent in ascertaining the pertinent
facts;

     (ii) the Property Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of not less than a majority in aggregate Liquidation
Amount of the Trust Securities relating to the time, method and place of
conducting any proceeding for any remedy available to the Property Trustee, or
exercising any trust or power conferred upon the Property Trustee under this
Trust Agreement;

     (iii) the Property Trustee's sole duty with respect to the custody, safe
keeping and physical preservation of the Notes and the Payment Account shall be
to deal with such Property in a similar manner as the Property Trustee deals
with similar property for its own account, subject to the protections and
limitations on liability afforded to the Property Trustee under this Trust
Agreement and the Trust Indenture Act;

     (iv) the Property Trustee shall not be liable for any interest on any money
received by it except as it may otherwise agree with the Depositor; and money
held by the Property Trustee need not be segregated from other funds held by it
except in relation to the Payment Account maintained by the Property Trustee
pursuant to Section 3.1 and except to the extent otherwise required by law; and

     (v) the Property Trustee shall not be responsible for monitoring the
compliance by the Regular Trustees or the Depositor with their respective duties
under this Trust Agreement, nor shall the Property Trustee be liable for the
default or misconduct of the Regular Trustees or the Depositor.

     Section 8.2 Certain Notices.

     Within 90 days after the occurrence of any Event of Default actually known
to the Property Trustee, the Property Trustee shall transmit, in the manner and
to the extent provided in Section 10.8, notice of such Event of Default to the
Securityholders, the Regular Trustees and the Depositor, unless such Event of
Default shall have been cured or waived.

                                       35
<PAGE>

     Within five Business Days after the receipt of notice of the Depositor's
exercise of its right to defer the payment of interest on the Notes pursuant to
the Indenture, the Property Trustee shall transmit, in the manner and to the
extent provided in Section 10.8, notice of such exercise to the Securityholders
and the Regular Trustees, unless such exercise shall have been revoked.

     Section 8.3 Certain Rights of Property Trustee.

     Subject to the provisions of Section 8.1:

     (a) the Property Trustee may conclusively rely and shall be fully protected
in acting or refraining from acting in good faith upon any resolution, Opinion
of Counsel, certificate, written representation of a Holder or transferee,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties;

     (b) if (i) in performing its duties under this Trust Agreement the Property
Trustee is required to decide between alternative courses of action or (ii) in
construing any of the provisions of this Trust Agreement the Property Trustee
finds the same ambiguous or inconsistent with any other provisions contained
herein or (iii) the Property Trustee is unsure of the application of any
provision of this Trust Agreement, then, except as to any matter as to which the
Preferred Securityholders are entitled to vote under the terms of this Trust
Agreement, the Property Trustee shall take such action, or refrain from taking
such action, not inconsistent with this Trust Agreement as it shall deem
advisable and in the best interests of the Securityholders, in which event the
Property Trustee shall have no liability except for its own bad faith,
negligence or willful misconduct;

     (c) any direction or act of the Depositor or the Regular Trustees
contemplated by this Trust Agreement shall be sufficiently evidenced by an
Officer's Certificate;

     (d) whenever in the administration of this Trust Agreement, the Property
Trustee shall deem it desirable that a matter be established before undertaking,
suffering or omitting any action hereunder, the Property Trustee (unless other
evidence is herein specifically prescribed) may, in the absence of bad faith on
its part, request and rely upon an Officer's Certificate which, upon receipt of
such request, shall be promptly delivered by the Depositor or the Regular
Trustees;

     (e) the Property Trustee shall have no duty to see to any recording, filing
or registration of any instrument (including any financing or continuation
statement or any filing under tax or securities laws) or any rerecording,
refiling or reregistration thereof;

                                       36
<PAGE>

     (f) the Property Trustee may consult with counsel (which counsel may be
counsel to the Depositor or any of its Affiliates, and may include any of its
employees) and the advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon and in
accordance with such advice, such counsel may be counsel to the Depositor or any
of its Affiliates, and may include any of its employees; the Property Trustee
shall have the right at any time to seek instructions concerning the
administration of this Trust Agreement from any court of competent jurisdiction;

     (g) the Property Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Trust Agreement at the request or
direction of any of the Securityholders pursuant to this Trust Agreement, unless
such Securityholders shall have offered to the Property Trustee reasonable
security or indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;

     (h) the Property Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, note or other evidence of indebtedness or other paper or document,
unless requested in writing to do so by one or more Securityholders;

     (i) the Property Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through its agents or
attorneys, provided that the Property Trustee shall be responsible for its own
negligence or recklessness with respect to selection of any agent or attorney
appointed by it hereunder in due care;

     (j) whenever in the administration of this Trust Agreement the Property
Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right or taking any other action hereunder the Property
Trustee (i) may request written instructions from the Holders of the Trust
Securities which written instructions may only be given by the Holders of the
same proportion in aggregate Liquidation Amount of the Trust Securities as would
be entitled to direct the Property Trustee under the terms of the Trust
Securities in respect of such remedy, right or action, (ii) may refrain from
enforcing such remedy or right or taking such other action until such written
instructions are received, and (iii) shall be protected in acting in accordance
with such written instructions; and

     (k) except as otherwise expressly provided by this Trust Agreement, the
Property Trustee shall not be under any obligation to take any action that is
discretionary under the provisions of this Trust Agreement.

     No provision of this Trust Agreement shall be deemed to impose any duty or
obligation on the Property Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it, in any jurisdiction
in which it shall be illegal, or in which the Property Trustee shall be

                                       37
<PAGE>

unqualified or incompetent in accordance with applicable law, to perform any
such act or acts, or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Property Trustee shall be
construed to be a duty.

     Section 8.4 Not Responsible for Recitals or Issuance of Securities.

     The recitals contained herein and in the Trust Securities Certificates
shall be taken as the statements of the Depositor, and the Trustees do not
assume any responsibility for their correctness. The Trustees shall not be
accountable for the use or application by the Depositor of the proceeds of the
Notes.

     Section 8.5 May Hold Securities.

     Any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust
Securities and, subject to Sections 8.8 and 8.13 and except as provided in the
definition of the term "Outstanding" in Article I, may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such other
agent.

     Section 8.6 Compensation; Indemnity; Fees.

     The Depositor agrees:

     (a) to pay to the Trustees from time to time reasonable compensation for
all services rendered by them hereunder (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust);

     (b) except as otherwise expressly provided herein, to reimburse the
Trustees upon request for all reasonable expenses, disbursements and advances
incurred or made by the Trustees in accordance with any provision of this Trust
Agreement (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith; and

     (c) to the fullest extent permitted by applicable law, to indemnify and
hold harmless (i) each Trustee, (ii) any Affiliate of any Trustee, (iii) any
officer, director, shareholder, employee, representative or agent of any
Trustee, and (iv) any employee or agent of the Trust or its Affiliates,
(referred to herein as an "Indemnified Person") from and against any loss,
damage, liability, tax, penalty, expense or claim of any kind or nature
whatsoever incurred by such Indemnified Person by reason of the creation,
operation or termination of the Trust or any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Trust and in a
manner such Indemnified Person reasonably believed to be within the scope of
authority conferred on such Indemnified Person by this Trust Agreement, except
that no Indemnified Person shall be entitled to be indemnified in respect of any
loss, damage or claim incurred by such Indemnified Person by reason of
negligence or willful misconduct with respect to such acts or omissions.


                                       38
<PAGE>

     The provisions of this Section 8.6 shall survive the termination of this
Trust Agreement or the resignation or removal of any Trustee.

     No Trustee may claim any lien or charge on any Trust Property as a result
of any amount due pursuant to this Section 8.6.

     The Depositor and any Trustee (subject to Section 8.8) may engage in or
possess an interest in other business ventures of any nature or description,
independently or with others, similar or dissimilar to the business of the
Trust, and the Trust and the Holders of Trust Securities shall have no rights by
virtue of this Trust Agreement in and to such independent ventures or the income
or profits derived therefrom, and the pursuit of any such venture, even if
competitive with the business of the Trust, shall not be deemed wrongful or
improper. Neither the Depositor, nor any Trustee, shall be obligated to present
any particular investment or other opportunity to the Trust even if such
opportunity is of a character that, if presented to the Trust, could be taken by
the Trust, and the Depositor or any Trustee shall have the right to take for its
own account (individually or as a partner or fiduciary) or to recommend to
others any such particular investment or other opportunity. Any Trustee may
engage or be interested in any financial or other transaction with the Depositor
or any Affiliate of the Depositor, or may act as depository for, trustee or
agent for, or act on any committee or body of holders of, securities or other
obligations of the Depositor or its Affiliates.

     Section 8.7 Corporate Property Trustee Required; Eligibility of Trustees.

     (a) There shall at all times be a Property Trustee hereunder. The Property
Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act
to act as such and has a combined capital and surplus of at least $50,000,000.
If any such Person publishes reports of condition at least annually, pursuant to
law or to the requirements of its supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such Person
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Property Trustee
with respect to the Trust Securities shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

     (b) There shall at all times be one or more Regular Trustees hereunder.
Each Regular Trustee shall be a natural person at least 21 years of age who is
an officer of the Depositor.

     (c) There shall at all times be a Delaware Trustee. The Delaware Trustee
shall either be (i) a natural person who is at least 21 years of age and a
resident of the State of Delaware or (ii) a legal entity with its principal
place of business in the State of Delaware and that otherwise meets the
requirements of applicable Delaware law that shall act through one or more
persons authorized to bind such entity.


                                       39
<PAGE>


     Section 8.8 Conflicting Interests.

     If the Property Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Property Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Trust
Agreement. The Indenture and the Guarantee are hereby excluded for purposes of
Section 310(b)(1) of the Trust Indenture Act.

     Section 8.9 Co-Trustees and Separate Trustee.

     Unless an Event of Default shall have occurred and be continuing, at any
time or times, for the purpose of meeting the legal requirements of the Trust
Indenture Act or of any jurisdiction in which any part of the Trust Property may
at the time be located, the Depositor and the Regular Trustees, by agreed action
of the majority of such Trustees, shall have power to appoint, and upon the
written request of the Regular Trustees, the Depositor shall for such purpose
join with the Regular Trustees in the execution, delivery, and performance of
all instruments and agreements necessary or proper to appoint, one or more
Persons approved by the Property Trustee either to act as co-trustee, jointly
with the Property Trustee, of all or any part of such Trust Property, or to the
extent required by law to act as separate trustee of any such property, in
either case with such powers as may be provided in the instrument of
appointment, and to vest in such Person or Persons in the capacity aforesaid,
any property, title, right or power deemed necessary or desirable, subject to
the other provisions of this Section. If the Depositor does not join in such
appointment within 15 days after the receipt by it of a request so to do, or in
case an Indenture Event of Default has occurred and is continuing, the Property
Trustee alone shall have power to make such appointment. Any co-trustee or
separate trustee appointed pursuant to this Section shall either be (i) a
natural person who is at least 21 years of age and a resident of the United
States or (ii) a legal entity with its principal place of business in the United
States that shall act through one or more persons authorized to bind such
entity.

     Should any written instrument from the Depositor be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such property, title, right, or power, any and
all such instruments shall, on request, be executed, acknowledged and delivered
by the Depositor.

     Every co-trustee or separate trustee shall, to the extent permitted by law,
but to such extent only, be appointed subject to the following terms, namely:

     (a) The Trust Securities shall be executed and delivered and all rights,
powers, duties, and obligations hereunder in respect of the custody of
securities, cash and other personal property held by, or required to be
deposited or pledged with, the Trustees specified hereunder shall be exercised
solely by such Trustees and not by such co-trustee or separate trustee.

                                       40
<PAGE>


     (b) The rights, powers, duties, and obligations hereby conferred or imposed
upon the Property Trustee in respect of any property covered by such appointment
shall be conferred or imposed upon and exercised or performed by the Property
Trustee or by the Property Trustee and such co-trustee or separate trustee
jointly, as shall be provided in the instrument appointing such co-trustee or
separate trustee, except to the extent that under any law of any jurisdiction in
which any particular act is to be performed, the Property Trustee shall be
incompetent or unqualified to perform such act, in which event such rights,
powers, duties and obligations shall be exercised and performed by such
co-trustee or separate trustee.

     (c) The Property Trustee at any time, by an instrument in writing executed
by it, with the written concurrence of the Depositor, may accept the resignation
of or remove any co-trustee or separate trustee appointed under this Section,
and, in case an Indenture Event of Default has occurred and is continuing, the
Property Trustee shall have power to accept the resignation of, or remove, any
such co-trustee or separate trustee without the concurrence of the Depositor.
Upon the written request of the Property Trustee, the Depositor shall join with
the Property Trustee in the execution, delivery and performance of all
instruments and agreements necessary or proper to effectuate such resignation or
removal. A successor to any co-trustee or separate trustee so resigned or
removed may be appointed in the manner provided in this Section.

     (d) No co-trustee or separate trustee hereunder shall be personally liable
by reason of any act or omission of the Property Trustee or any other trustee
hereunder.

     (e) The Property Trustee shall not be liable by reason of any act of a
co-trustee or separate trustee.

     (f) Any Act of Holders delivered to the Property Trustee shall be deemed to
have been delivered to each such co-trustee and separate trustee.

     Section 8.10 Resignation and Removal; Appointment of Successor.

     No resignation or removal of any Trustee (the "Relevant Trustee") and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 8.11.

     Subject to the immediately preceding paragraph, the Relevant Trustee may
resign at any time by giving written notice thereof to the Securityholders and
the other Trustees. If the instrument of acceptance by the successor Trustee
required by Section 8.11 shall not have been delivered to the Relevant Trustee
within 30 days after the giving of such notice of resignation, the Relevant
Trustee may petition, at the expense of the Trust, any court of competent
jurisdiction for the appointment of a successor Relevant Trustee.

     Unless an Indenture Event of Default shall have occurred and be continuing,
any Trustee may be removed at any time by Act of the Common Securityholder. If


                                       41
<PAGE>

an Indenture Event of Default shall have occurred and be continuing, the
Property Trustee or the Delaware Trustee, or both of them, may be removed at
such time by Act of the Holders of a majority in aggregate Liquidation Amount of
the Outstanding Preferred Securities, delivered to the Relevant Trustee (in its
individual capacity and on behalf of the Trust). A Regular Trustee may be
removed by the Common Securityholder at any time.

     If any Trustee shall resign, be removed or become incapable of acting as
Trustee, or if a vacancy shall occur in the office of any Trustee for any cause,
at a time when no Indenture Event of Default shall have occurred and be
continuing, the Common Securityholder, by Act of the Common Securityholder
delivered to the retiring Trustee, shall promptly appoint a successor Trustee or
Trustees, which successor Trustee shall be domiciled outside of the State of
California, and the retiring Trustee shall comply with the applicable
requirements of Section 8.11. If the Property Trustee or the Delaware Trustee
shall resign, be removed or become incapable of continuing to act as the
Property Trustee or the Delaware Trustee, as the case may be, at a time when an
Indenture Event of Default shall have occurred and be continuing, the Preferred
Securityholders, by Act of the Securityholders of a majority in aggregate
Liquidation Amount of the Preferred Securities then Outstanding delivered to the
retiring Relevant Trustee, shall promptly appoint a successor Relevant Trustee
or Trustees, and such successor Trustee shall comply with the applicable
requirements of Section 8.11. If a Regular Trustee shall resign, be removed or
become incapable of acting as Regular Trustee, at a time when an Indenture Event
of Default shall have occurred and be continuing, the Common Securityholder by
Act of the Common Securityholder delivered to the Regular Trustee shall promptly
appoint a successor Regular Trustee and such successor Regular Trustee shall
comply with the applicable requirements of Section 8.11. If no successor
Relevant Trustee shall have been so appointed by the Common Securityholder or
the Preferred Securityholders and accepted appointment in the manner required by
Section 8.11, any Securityholder who has been a Securityholder of Trust
Securities for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Relevant Trustee.

     The Property Trustee shall, at the expense of the Depositor, give notice of
each resignation and each removal of a Trustee and each appointment of a
successor Trustee to all Securityholders in the manner provided in Section 10.8
and shall give notice to the Depositor. Each notice shall include the name of
the successor Relevant Trustee and the address of its Corporate Trust Office if
it is the Property Trustee.

     Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Regular Trustee or a Delaware Trustee who is a
natural person dies or becomes, in the opinion of the Depositor, incompetent or
incapacitated, the vacancy created by such death, incompetence or incapacity may
be filled by (a) the unanimous act of the remaining Regular Trustees if there
are at least two of them or (b) otherwise by the Depositor (with the successor
in each case being a Person who satisfies the eligibility requirement for
Regular Trustee or Delaware Trustee, as the case may be, set forth in Section
8.7).

                                       42
<PAGE>

     Section 8.11 Acceptance of Appointment by Successor.

     In case of the appointment hereunder of a successor Relevant Trustee, the
retiring Relevant Trustee and each successor Relevant Trustee with respect to
the Trust Securities shall execute and deliver an amendment hereto wherein each
successor Relevant Trustee shall accept such appointment and which (a) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Relevant Trustee all the rights,
powers, trusts and duties of the retiring Relevant Trustee with respect to the
Trust Securities and the Trust and (b) shall add to or change any of the
provisions of this Trust Agreement as shall be necessary to provide for or
facilitate the administration of the Trust by more than one Relevant Trustee, it
being understood that nothing herein or in such amendment shall constitute such
Relevant Trustees co-trustees and upon the execution and delivery of such
amendment the resignation or removal of the retiring Relevant Trustee shall
become effective to the extent provided therein and each such successor Relevant
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Relevant Trustee; but,
on request of the Trust or any successor Relevant Trustee such retiring Relevant
Trustee shall duly assign, transfer and deliver to such successor Relevant
Trustee all Trust Property, all proceeds thereof and money held by such retiring
Relevant Trustee hereunder with respect to the Trust Securities and the Trust.

     Upon request of any such successor Relevant Trustee, the Trust shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Relevant Trustee all such rights, powers and trusts
referred to in the first or second preceding paragraph, as the case may be.

     No successor Relevant Trustee shall accept its appointment unless at the
time of such acceptance such successor Relevant Trustee shall be qualified and
eligible under this Article.

     Section 8.12 Merger, Conversion, Consolidation or Succession to Business.

     Any corporation into which the Property Trustee or the Delaware Trustee may
be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such Trustee
shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of such Trustee, shall be the successor of such Trustee
hereunder, provided such corporation shall be otherwise qualified and eligible
under this Article, without the execution or filing of any paper or any further
act on the part of any of the parties hereto.

     Section 8.13 Preferential Collection of Claims Against Depositor or Trust.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other

                                       43
<PAGE>

similar judicial proceeding relative to the Trust or any other obligor upon the
Trust Securities or the property of the Trust or of such other obligor or their
creditors, the Property Trustee (irrespective of whether any Distributions on
the Trust Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Property Trustee shall
have made any demand on the Trust for the payment of any past due Distributions)
shall be entitled and empowered, to the fullest extent permitted by law, by
intervention in such proceeding or otherwise:

     (a) to file and prove a claim for the whole amount of any Distributions
owing and unpaid in respect of the Trust Securities and to file such other
papers or documents as may be necessary or advisable in order to have the claims
of the Property Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Property Trustee, its agents and
counsel) and of the Holders allowed in such judicial proceeding, and

     (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Property Trustee and, in the event the Property Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Property Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Property Trustee, its agents and counsel, and
any other amounts due the Property Trustee.

     Nothing herein contained shall be deemed to authorize the Property Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement adjustment or compensation affecting the Trust
Securities or the rights of any Holder thereof or to authorize the Property
Trustee to vote in respect of the claim of any Holder in any such proceeding.

     Section 8.14 Reports by Property Trustee.

     (a) Not later than 60 days following May 15 of each year commencing with
May 15, 2000, the Property Trustee shall transmit to all Securityholders in
accordance with Section 10.8, and to the Depositor, a brief report dated as of
such May 15 with respect to:

     (i) its eligibility under Section 8.7 or, in lieu thereof, if to the best
of its knowledge it has continued to be eligible under said Section, a written
statement to such effect; and

     (ii) any change in the property and funds in its possession as Property
Trustee since the date of its last report and any action taken by the Property
Trustee in the performance of its duties hereunder which it has not previously
reported and which in its opinion materially affects the Trust Securities.


                                       44
<PAGE>

     (b) In addition the Property Trustee shall transmit to Securityholders such
reports concerning the Property Trustee and its actions under this Trust
Agreement as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto.

     (c) A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Property Trustee with each national stock exchange, the
NASDAQ National Market or such other interdealer quotation system or
self-regulatory organization upon which the Trust Securities are listed or
traded (information regarding each such listing to be provided to the Property
Trustee by the Depositor), with the Commission and with the Depositor.

     Section 8.15 Reports to the Property Trustee.

     The Depositor and the Regular Trustees on behalf of the Trust shall provide
to the Property Trustee such documents, reports and information as required by
Section 314 of the Trust Indenture Act (if any) and the compliance certificate
required by Section 314(a) of the Trust Indenture Act in the form, in the manner
and at the times required by Section 314 of the Trust Indenture Act.

     Section 8.16 Evidence of Compliance with Conditions Precedent.

     Each of the Depositor and the Regular Trustees on behalf of the Trust shall
provide to the Property Trustee such evidence of compliance with any conditions
precedent, if any, provided for in this Trust Agreement that relate to any of
the matters set forth in Section 314 (c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to Section
314(c)(1) of the Trust Indenture Act shall be given in the form of an Officer's
Certificate.

     Section 8.17 Number of Trustees.

     (a) The number of Trustees shall initially be five, provided that the
Holder of all of the Common Securities by written instrument may increase or
decrease the number of Regular Trustees. The Property Trustee and the Delaware
Trustee may be the same Person.

     (b) If a Trustee ceases to hold office for any reason and, if such Trustee
is a Regular Trustee, the number of Regular Trustees is not reduced pursuant to
Section 8.17(a), or if the number of Trustees is increased pursuant to Section
8.17(a), a vacancy shall occur. The vacancy shall be filled with a Trustee
appointed in accordance with Section 8.10.

     (c) The death, resignation, retirement, removal, bankruptcy, incompetence
or incapacity to perform the duties of a Trustee shall not operate to annul,
dissolve or terminate the Trust. Whenever a vacancy in the number of Regular
Trustees shall occur, until such vacancy is filled by the appointment of a
Regular Trustee or Regular Trustees in accordance with Section 8.10, the Regular
Trustees in office, regardless of their number (and notwithstanding any other
provision of this Agreement), shall have all the powers granted to the Regular
Trustees and shall discharge all the duties imposed upon the Regular Trustees by
this Trust Agreement.

                                       45
<PAGE>

     Section 8.18 Delegation of Power.

     (a) Any Regular Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purpose of executing any documents contemplated in Section
2.7(a); and

     (b) The Regular Trustees shall have power to delegate from time to time to
such of their number or to the Depositor the doing of such things and the
execution of such instruments either in the name of the Trust or the names of
the Regular Trustees or otherwise as the Regular Trustees may deem expedient, to
the extent such delegation is not prohibited by applicable law or contrary to
the provisions of this Trust Agreement, as set forth herein.

     Section 8.19 Delaware Trustee.

     It is expressly understood and agreed by the parties hereto that, in
fulfilling its obligations as Delaware Trustee hereunder on behalf of the Trust,
(i) any agreements or instruments executed and delivered by Chase Manhattan Bank
Delaware are executed and delivered not in its individual capacity but solely as
Delaware Trustee under this Trust Agreement in exercise of the powers and
authority conferred and vested in it, (ii) each of the representations,
undertakings and agreements herein made by Chase Manhattan Bank Delaware on the
part of the Trust is made and intended not as representations, warranties,
covenants, undertakings and agreements by Chase Manhattan Bank Delaware in its
individual capacity but is made and intended for the purpose of binding only the
Trust, and (iii) under no circumstances shall Chase Manhattan Bank Delaware in
its individual capacity be personally liable for the payment of any indebtedness
or expenses of the Trust or be liable for the breach or failure of any
obligation, representation, warranty or covenant made or undertaken by the Trust
under this Trust Agreement, except if such breach or failure is due to any
negligence or willful misconduct of the Delaware Trustee.

                                   ARTICLE IX

                       TERMINATION, LIQUIDATION AND MERGER

     Section 9.1 Termination Upon Expiration Date. Unless earlier dissolved, the
Trust shall automatically dissolve on October 29, 2054 (the "Expiration Date"),
and the Trust Property shall be distributed in accordance with Section 9.4.

     Section 9.2 Early Termination.

     The first to occur of any of the following events is an "Early Termination
Event", upon the occurrence of which the Trust shall be dissolved:

                                       46
<PAGE>

     (a) the occurrence of a Bankruptcy Event in respect of, or the dissolution
or liquidation of, the Depositor;

     (b) the written direction to the Property Trustee from the Depositor at any
time to dissolve the Trust and distribute Notes to Securityholders in exchange
for the Preferred Securities (which direction is optional and wholly within the
discretion of the Depositor);

     (c) the  redemption of all of the Preferred  Securities in connection  with
the redemption of all the Notes; and

     (d) the entry of an order for dissolution of the Trust by a court of
competent jurisdiction.

     Section 9.3 Termination.

     The respective obligations and responsibilities of the Trustees and the
Trust created and continued hereby shall terminate upon the latest to occur of
the following: (a) the distribution by the Property Trustee to Securityholders
upon the liquidation of the Trust pursuant to Section 9.4, or upon the
redemption of all of the Trust Securities pursuant to Section 4.2, of all
amounts required to be distributed hereunder upon the final payment of the Trust
Securities; (b) the payment of any expenses owed by the Trust; and (c) the
discharge of all administrative duties of the Regular Trustees, including the
performance of any tax reporting obligations with respect to the Trust or the
Securityholders.

     Section 9.4  Liquidation.

     (a) If an Early Termination Event specified in clause (a), (b) or (d) of
Section 9.2 occurs or upon the Expiration Date, the Trust shall be liquidated by
the Trustees as expeditiously as the Trustees determine to be possible by
distributing, after satisfaction of liabilities to creditors of the Trust as
provided by applicable law, to each Securityholder a Like Amount of Notes,
subject to Section 9.4(d). Notice of liquidation shall be given by the Property
Trustee at the expense of the Depositor by first-class mail, postage prepaid
mailed not later than 30 nor more than 60 days prior to the Liquidation Date to
each Holder of Trust Securities at such Holder's address appearing in the
Securities Register. All notices of liquidation shall:

     (i) state the Liquidation Date;

     (ii) state that from and after the Liquidation Date, the Trust Securities
will no longer be deemed to be Outstanding and any Trust Securities Certificates
not surrendered for exchange will be deemed to represent a Like Amount of Notes;
and

     (iii) provide such information with respect to the mechanics by which
Holders may exchange Trust Securities Certificates for Notes, or if Section
9.4(d) applies, receive a Liquidation Distribution.



                                       47
<PAGE>

     (b) Except where Section 9.2(c) or 9.4(d) applies, in order to effect the
liquidation of the Trust and distribution of the Notes to Securityholders, the
Property Trustee shall establish a record date for such distribution (which
shall be (i) one Business Day prior to the Liquidation Date or (ii) in the event
that the Preferred Securities are not in book-entry form, the date 15 days prior
to the Liquidation Date) and, either itself acting as exchange agent or through
the appointment of a separate exchange agent, shall establish such procedures as
it shall deem appropriate to effect the distribution of Notes in exchange for
the Outstanding Trust Securities Certificates.

     (c) Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation
Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii)
certificates representing a Like Amount of Notes will be issued to holders of
Trust Securities Certificates, upon surrender of such certificates to the
Property Trustee or its agent for exchange, (iii) the Depositor shall use its
best efforts to have the Notes listed on the New York Stock Exchange or on such
other exchange, interdealer quotation system or self-regulatory organization as
the Preferred Securities are then listed, (iv) any Trust Securities Certificates
not so surrendered for exchange will be deemed to represent a Like Amount of
Notes, accruing interest at the rate provided for in the Notes from the last
Distribution Date on which a Distribution was made on such Trust Securities
Certificates until such certificates are so surrendered (and until such
certificates are so surrendered, no payments of interest or principal will be
made to Holders of Trust Securities Certificates with respect to such Notes) and
(v) all rights of Securityholders holding Trust Securities will cease, except
the right of such Securityholders to receive Notes upon surrender of Trust
Securities Certificates.

     (d) In the event that, notwithstanding the other provisions of this Section
9.4, whether because of an order for dissolution entered by a court of competent
jurisdiction or otherwise, distribution of the Notes in the manner provided
herein is determined by the Property Trustee not to be practical, the Trust
Property shall be liquidated, and the Trust shall be wound-up by the Property
Trustee in such manner as the Property Trustee determines. In such event,
Securityholders will be entitled to receive out of the assets of the Trust
available for distribution to Securityholders, after satisfaction of liabilities
to creditors of the Trust as provided by applicable law, an amount equal to the
Liquidation Amount per Trust Security plus accumulated and unpaid Distributions
thereon to the date of payment (such amount being the "Liquidation
Distribution"). If, upon any such winding up, the Liquidation Distribution can
be paid only in part because the Trust has insufficient assets available to pay
in full the aggregate Liquidation Distribution, then, subject to the next
succeeding sentence, the amounts payable by the Trust on the Trust Securities
shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder
of the Common Securities will be entitled to receive Liquidation Distributions
upon any such winding-up pro rata (determined as aforesaid) with Holders of
Preferred Securities, except that, if an Indenture Event of Default has occurred
and is continuing, the Preferred Securities shall have a priority over the
Common Securities.

                                       48
<PAGE>

     Section 9.5 Mergers, Consolidations, Amalgamations or Replacements of the
Trust.

     The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, except pursuant to this Section 9.5
or Section 9.4. At the request of the Depositor, with the consent of the Holders
of at least a majority in aggregate Liquidation Amount of the Outstanding
Preferred Securities, the Trust may merge with or into, consolidate, amalgamate,
or be replaced by or convey, transfer or lease its properties and assets
substantially as an entirety to a trust organized as such under the laws of any
State; provided, that (i) such successor entity either (x) expressly assumes all
of the obligations of the Trust with respect to the Preferred Securities or (y)
substitutes for the Preferred Securities other securities having substantially
the same terms as the Preferred Securities (the "Successor Securities") so long
as the Successor Securities rank the same as the Preferred Securities rank in
priority with respect to distributions and payments upon liquidation, redemption
and otherwise, (ii) the Depositor expressly appoints a trustee of such successor
entity possessing the same powers and duties as the Property Trustee as the
holder of the Notes, (iii) the Preferred Securities are listed or traded, or any
Successor Securities will be listed upon notification of issuance, on any
national securities exchange or other organization on which the Preferred
Securities are then listed or traded, if any, (iv) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not cause the
Preferred Securities (including any Successor Securities) to be downgraded by
any nationally recognized statistical rating organization, (v) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the holders of the
Preferred Securities (including any Successor Securities) in any material
respect, (vi) such successor entity has a purpose substantially identical to
that of the Trust, (vii) prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Depositor has received an
Opinion of Counsel to the effect that (x) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the Holders of the Preferred
Securities (including any Successor Securities) in any material respect, and (y)
following such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease, neither the Trust nor such successor entity will be required
to register as an investment company under the 1940 Act and (viii) the Depositor
owns all of the common securities of such successor entity and the Guarantor
guarantees the obligations of such successor entity under the Successor
Securities at least to the extent provided by the Guarantee. Notwithstanding the
foregoing, the Trust shall not, except with the consent of holders of 100% in
Liquidation Amount of the Preferred Securities, consolidate, amalgamate, merge
with or into, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to any other entity or permit any other
entity to consolidate, amalgamate, merge with or into, or replace it if such
consolidation, amalgamation, merger, replacement, conveyance, transfer or lease
would cause the Trust or the successor entity to be classified as other than a
grantor trust for United States Federal income tax purposes.


                                       49
<PAGE>

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

     Section 10.1 Limitation of Rights of Securityholders.

     Except as otherwise provided in Section 9.2, the death, dissolution,
termination, bankruptcy or incapacity of any Person having an interest,
beneficial or otherwise, in Trust Securities shall not operate to terminate this
Trust Agreement, nor dissolve, terminate or annul the Trust, nor entitle the
legal successors, representatives or heirs of such Person or any Securityholder
for such Person, to claim an accounting, take any action or bring any proceeding
in any court for a partition or winding up of the arrangements contemplated
hereby, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

     Section 10.2 Amendment.

     (a) This Trust Agreement may be amended from time to time by the Property
Trustee, the Regular Trustees and the Depositor, without the consent of any
Securityholders, (i) to cure any ambiguity, correct or supplement any provision
herein which may be inconsistent with any other provision herein, or to make any
other provisions with respect to matters or questions arising under this Trust
Agreement, which shall not be inconsistent with the other provisions of this
Trust Agreement, or (ii) to modify, eliminate or add to any provisions of this
Trust Agreement to such extent as shall be necessary to ensure that the Trust
will be classified for United States Federal income tax purposes as a grantor
trust at all times that any Trust Securities are outstanding or to ensure that
the Trust will not be required to register as an investment company under the
1940 Act; provided, however, that in the case of clause (i), such action shall
not adversely affect in any material respect the interests of any
Securityholder, and any such amendments of this Trust Agreement shall become
effective when notice thereof is given to the Securityholders.

     (b) Except as provided in Section 10.2(c) hereof, any provision of this
Trust Agreement may be amended by the Trustees and the Depositor with (i) the
consent of Securityholders representing a majority (based upon aggregate
Liquidation Amount) of the Trust Securities then Outstanding and (ii) receipt by
the Trustees of an Opinion of Counsel to the effect that such amendment or the
exercise of any power granted to the Trustees in accordance with such amendment
will not affect the Trust's status as a grantor trust for United States Federal
income tax purposes or the Trust's exemption from status of an investment
company under the 1940 Act.

     (c) In addition to and notwithstanding any other provision in this Trust
Agreement, without the consent of each affected Securityholder, this Trust
Agreement may not be amended to (i) change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount of
any Distribution required to be made in respect of the Trust Securities as of a
specified date or (ii) restrict the right of a Securityholder to institute suit
for the enforcement of any such payment on or after such date; notwithstanding
any other provision herein, without the unanimous consent of the
Securityholders, this paragraph (c) of this Section 10.2 may not be amended.

                                       50
<PAGE>

     (d) Notwithstanding any other provisions of this Trust Agreement, no
Trustee shall enter into or consent to any amendment to this Trust Agreement
which would cause the Trust to fail or cease to qualify for the exemption from
status of an investment company under the 1940 Act or fail or cease to be
classified as a grantor trust for United States Federal income tax purposes.

     (e) Notwithstanding anything in this Trust Agreement to the contrary, this
Trust Agreement may not be amended in a manner which imposes any additional
obligation on the Depositor, the Property Trustee or the Delaware Trustee
without the consent of the Depositor, the Property Trustee or the Delaware
Trustee, as the case may be.

     (f) In the event that any amendment to this Trust Agreement is made, the
Regular Trustees shall promptly provide to the Depositor a copy of such
amendment.

     (g) Neither the Property Trustee nor the Delaware Trustee shall be required
to enter into any amendment to this Trust Agreement which affects its own
rights, duties or immunities under this Trust Agreement. The Property Trustee
shall be entitled to receive an Opinion of Counsel and an Officer's Certificate
stating that any amendment to this Trust Agreement is in compliance with this
Trust Agreement and that all conditions precedent, if any, to such amendment
have been complied with.

     Section 10.3 Separability.

     In case any provision in this Trust Agreement or in the Trust Securities
Certificates shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

     Section 10.4 Governing Law.

     THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE
SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT
AND THE TRUST SECURITIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAWS
PRINCIPLES THEREOF.

     Section 10.5 Payments Due on Non-Business Day.

     If the date fixed for any payment on any Trust Security shall be a day that
is not a Business Day, then such payment need not be made on such date but may
be made on the next succeeding day that is a Business Day (except as otherwise
provided in Sections 4.1(a) and 4.2(d)), with the same force and effect as
though made on the date fixed for such payment, and no interest shall accrue
thereon for the period after such date.

                                       51
<PAGE>

     Section 10.6 Successors.

     This Trust Agreement shall be binding upon and shall inure to the benefit
of any successor to the Depositor, the Trust or the Relevant Trustee, including
any successor by operation of law. Except in connection with a consolidation,
merger, sale or other transaction involving the Depositor that is permitted
under Article Eight of the Indenture and pursuant to which the assignee agrees
in writing to perform the Depositor's obligations hereunder, the Depositor shall
not assign its obligations hereunder.

     Section 10.7 Headings.

     The Article and Section headings are for convenience only and shall not
affect the construction of this Trust Agreement.

     Section 10.8 Reports, Notices and Demands.

     Any report, notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
any Securityholder or the Depositor may be given or served in writing by deposit
thereof, first-class postage prepaid, in the United States mail, hand delivery
or facsimile transmission, in each case, addressed, (a) in the case of a
Preferred Securityholder, to such Preferred Securityholder as such
Securityholder's name and address may appear on the Securities Register; and (b)
in the case of the Common Securityholder or the Depositor, to Edison
International, 2244 Walnut Grove Avenue, Rosemead, California 91770, Attention:
Corporate Secretary, facsimile no.: 626-302-2610. Any notice to Preferred
Securityholders shall also be given to such owners as have, within two years
preceding the giving of such notice, filed their names and addresses with the
Property Trustee for that purpose. Such notice, demand or other communication to
or upon a Securityholder shall be deemed to have been sufficiently given or
made, for all purposes, upon hand delivery, mailing or transmission.

     Any notice, demand or other communication which by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Trust, the Property Trustee, the Delaware Trustee or the Regular Trustees shall
be given in writing addressed (until another address is published by the Trust)
as follows: (a) with respect to the Property Trustee to The Chase Manhattan
Bank, at its Corporate Trust Office, Attention: Capital Markets Fiduciary
Services; (b) with respect to the Delaware Trustee, to Chase Manhattan Bank
Delaware, 1201 N. Market Street, Wilmington, Delaware 19801, Attention:
Corporate Trust; (c) with respect to the Regular Trustees, to them c/o Edison
International, 2244 Walnut Grove Avenue, Rosemead, California 91770, marked
"Attention Regular Trustees of EIX Trust II"; and (d) with respect to the Trust,
to its principal office specified in Section 2.1, with a copy to the Property
Trustee. Such notice, demand or other communication to or upon the Trust or the
Property Trustee shall be deemed to have been sufficiently given or made only
upon actual receipt of the writing by the Trust or the Property Trustee.


                                       52
<PAGE>

     Section 10.9 Agreement Not to Petition.

     Each of the Trustees and the Depositor agree for the benefit of the
Securityholders that, until at least one year and one day after the Trust has
been terminated in accordance with Article IX, they shall not file, or join in
the filing of, a petition against the Trust under any bankruptcy, insolvency,
reorganization or other similar law (including, without limitation, the United
States Bankruptcy Code) (collectively, "Bankruptcy Laws") or otherwise join in
the commencement of any proceeding against the Trust under any Bankruptcy Law.
In the event the Depositor takes action in violation of this Section 10.9, the
Property Trustee agrees, for the benefit of Securityholders, that at the expense
of the Depositor, it shall file an answer with the bankruptcy court or otherwise
properly contest the filing of such petition by the Depositor against the Trust
or the commencement of such action and raise the defense that the Depositor has
agreed in writing not to take such action and should be stopped and precluded
therefrom and such other defenses, if any, as counsel for the Trustee or the
Trust may assert. The provisions of this Section 10.9 shall survive the
termination of this Trust Agreement.

     Section 10.10 Trust Indenture Act; Conflict with Trust Indenture Act.

     (a) This Trust Agreement is subject to the provisions of the Trust
Indenture Act that are required to be part of this Trust Agreement and shall, to
the extent applicable, be governed by such provisions.

     (b) The Property Trustee shall be the only Trustee which is a trustee for
the purposes of the Trust Indenture Act.

     (c) If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Trust Agreement by any
of the provisions of the Trust Indenture Act, such required provision shall
control. If any provision of this Trust Agreement modifies or excludes any
provision of the Trust Indenture Act which may be so modified or excluded, the
latter provision shall be deemed to apply to this Trust Agreement as so modified
or excluded, as the case may be.

     (d) The application of the Trust Indenture Act to this Trust Agreement
shall not affect the nature of the Securities as equity securities representing
undivided beneficial interests in the assets of the Trust.

     Section 10.11 Acceptance of Terms of Trust Agreement, Guarantee and
Indenture.

     THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY
OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE
OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL
ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN
SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND


                                       53
<PAGE>

AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND
THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH
SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST
AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND
SUCH SECURITYHOLDER AND SUCH OTHERS.

     THE DEPOSITOR, THE TRUST AND EACH HOLDER AND BENEFICIAL OWNER OF A
PREFERRED SECURITY (BY ITS ACCEPTANCE OF AN INTEREST THEREIN) SHALL BE DEEMED TO
HAVE AGREED TO TREAT THE NOTES AS INDEBTEDNESS FOR ALL U.S. TAX PURPOSES AND THE
PREFERRED SECURITY AS EVIDENCE OF AN INDIRECT BENEFICIAL OWNERSHIP INTEREST IN
THE NOTES.

                                       54
<PAGE>

                              EDISON INTERNATIONAL


By:      Mary C. Simpson
Name:    Mary C. Simpson
Title:   Assistant Treasurer



                            THE CHASE MANHATTAN BANK,
                               as Property Trustee

By:      Alfia Monastra
Name:    Alfia Monastra
Title:   Assistant Vice President



                         CHASE MANHATTAN BANK DELAWARE,
                              as Delaware Trustee



By:      Denis Kelly
Name:    Denis Kelly
Title:   Assistant Vice President



                                THOMAS M. NOONAN,
                               as Regular Trustee



By:      Thomas M. Noonan
Name:    Thomas M. Noonan
Title:   Regular Trustee


                                       55
<PAGE>

                                MARY C. SIMPSON,
                               as Regular Trustee



By:      Mary C. Simpson
Name:    Mary C. Simpson
Title:   Regular Trustee




                                GEORGE T. TABATA,
                               as Regular Trustee



By:      George T. Tabata
Name:    George T. Tabata
Title:   Regular Trustee


                                       56
<PAGE>

                                    EXHIBIT A
                              CERTIFICATE OF TRUST
                                       OF
                                  EIX TRUST II


     THIS Certificate of Trust of EIX Trust II (the "Trust"), dated June 30,
1999, is being duly executed and filed by the undersigned, as trustees of the
Trust, with the Secretary of State of the State of Delaware to form a business
trust under the Delaware Business Trust Act (12 Del. C. ss.3801 et seq.).

     1  Name. The name of the business trust being formed hereby is EIX
Trust II.

     2  Delaware Trustee. The name and business address of the trustee of
the Trust with a principal place of business in the State of Delaware are Chase
Manhattan Bank Delaware, 1201 N. Market Street, Wilmington, Delaware 19801.

     3  Effective Date. This Certificate of Trust shall be effective upon
filing with the Secretary of State of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust, have
executed this Certificate of Trust as of the date first above written.


                         CHASE MANHATTAN BANK DELAWARE,
                                   as trustee



By:              /s/ Dennis Kelly
Name:         Dennis Kelly
Title:           Assistant Vice President


                            THE CHASE MANHATTAN BANK,
                                   as trustee


By:               /s/ Alfia Monastra
Name:          Alfia Monastra
Title:            Assistant Vice President


<PAGE>

EXHIBIT B

                            Letter of Representations
                      [To be Completed by Issuer and Agent]


                     EIX Trust II, a Delaware business trust
                                [Name of Issuer]

                            The Chase Manhattan Bank
                                 [Name of Agent]

                                                                  [Date]

Attention:  General Counsel's Office
The Depository Trust Company
55 Water Street; 49th Floor
New York, NY 10041-0099

Re:  EIX Trust II__% Cumulative Quarterly Income Preferred Securities,
     Series [___]......
     CUSIP #:___.......
     [Issue Description, including CUSIP number]

Ladies and Gentlemen:

     This letter sets forth our understanding with respect to certain matters
relating to the above-referenced issue (the "Securities"). Issuer is selling the
Securities to [Goldman Sachs & Co. and others] (the "Initial Purchasers")
pursuant to an Underwriting Agreement dated _______ __, 199__ (the "Document").
Initial Purchaser will take delivery of the Securities through The Depository
Trust Company ("DTC"). The Chase Manhattan Bank is acting as transfer agent,
paying agent, and registrar with respect to the Securities (the "Agent").

     To induce DTC to accept the Securities as eligible for deposit at DTC, and
to act in accordance with its Rules with respect to the Securities, Issuer and
Agent make the following representations to DTC:

     1. Prior to closing on the Securities on ____________, 199__, there shall
be deposited with DTC one Security certificate registered in the name of DTC's
nominee, Cede & Co., for each of the Securities with the offering value set
forth on Schedule A hereto, the total of which represents 100% of the offering
value of such Securities. If, however, the offering value of any Security
exceeds $200 million, one certificate will be issued with respect to each $200
million of offering value and an additional certificate will be issued with
respect to any remaining offering value. Each Security certificate shall bear
the following legend:

     Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

     If the Securities will be held by Agent, as custodian for DTC, such
Security certificate shall remain in Agent's custody pursuant to the provisions
of the FAST Balance Certificate Agreement currently in effect between Agent and
DTC.

     2.  Issuer: (a) understands that DTC has no obligation to, and will
not, communicate to its Participants or to any person having an interest in the
Securities any information contained in the Security certificate(s); and (b)
acknowledges that neither DTC's Participants nor any person having an interest
in the Securities shall be deemed to have notice of the provisions of the
Security certificate(s) by virtue of submission of such certificate(s) to DTC.

     3.  In the event of any solicitation of consents from or voting by
holders of the Securities, Issuer or Agent shall establish a record date for
such purposes (with no provision for revocation of consents or votes by
subsequent holders) and shall send notice of such record date to DTC not less
than 15 calendar days in advance of such record date. Notices to DTC pursuant to
this Paragraph by telecopy shall be sent to DTC's Reorganization Department at
(212) 709-6896 or (212) 709-6897, and receipt of such notices shall be confirmed
by telephoning (212) 709-6870. Notices to DTC pursuant to this Paragraph by mail
or by any other means shall be sent to DTC's Reorganization Department as
indicated in Paragraph 7.

     4.  In the event of a stock split, recapitalization, conversion, or
any similar transaction resulting in the cancellation of all or any part of the
Securities represented thereby, the Agent shall send DTC a notice of such event
as soon as practicable, but in no event less than five business days prior to
the effective date of such transaction.

     5.  In the event of a full or partial redemption, Issuer or Agent
shall send a notice to DTC specifying: (a) the amount of the redemption or
refunding; (b) in the case of a refunding, the maturity date(s) established
under the refunding; and (c) the date such notice is to be distributed to
Security holders or published (the "Publication Date"). Such notice shall be
sent to DTC by a secure means (e.g., legible telecopy, registered or certified
mail, overnight delivery) in a timely manner designed to assure that such notice
is in DTC's possession no later than the close of business on the business day
before or, if possible, two business days before the Publication Date. Issuer or
Agent shall forward such notice either in a separate secure transmission for
each CUSIP number or in a secure transmission for multiple CUSIP numbers (if
applicable) which includes a manifest or list of each CUSIP number submitted in
that transmission. (The party sending such notice shall have a method to verify
subsequently the use of such means and the timeliness of such notice.) The
Publication Date shall be not less than 30 days nor more than 60 days prior to
the redemption date or, in the case of an advance refunding, the date that the
proceeds are deposited in escrow. Notices to DTC pursuant to this Paragraph by
telecopy shall be sent to DTC's Call Notification Department at (516) 227-4039
or (516) 227-4190. If the party sending the notice does not receive a telecopy
receipt from DTC confirming that the notice has been received, such party shall
telephone (516) 227-4070. Notices to DTC pursuant to this Paragraph by mail or
by any other means shall be sent to:

                  Manager; Call Notification Department
                  The Depository Trust Company
                  711 Stewart Avenue
                  Garden City, NY  11530-4719

     6.  In the event of an offering or issuance of rights with respect to
the Securities outstanding, Agent shall send DTC's Dividend and Reorganization
Departments a notice specifying: (a) the amount of and conditions, if any,
applicable to such rights offering or issuance; (b) any applicable expiration or
deadline date, or any date by which any action on the part of holders of such
Securities is required; and (c) the Publication Date of such notice.

     The Publication Date will be as soon as practicable after the announcement
by the Company of any such offering or issuance of rights with respect to the
Securities represented thereby. DTC requires that the Publication Date be not
less than 30 days nor more than 60 days prior to the related payment date,
distribution date, or issuance date, respectively.

     Notices to DTC pursuant to this Paragraph by telecopy shall be sent to
DTC's Dividend Department at (212) 709-1623, and receipt of such notices shall
be confirmed by telephoning (212) 709-1282. Notices to DTC pursuant to the above
by mail or any other means shall be sent to:

                  Supervisor; Stock Dividends
                  Dividend Department
                  7 Hanover Square; 24th Floor
                  New York, NY  10004-2695

     Notices to DTC pursuant to this Paragraph by telecopy shall be sent to
DTC's Reorganization Department at (212) 709-1093, and receipt of such fax shall
be confirmed by telephoning (212) 709-1063. Notices to DTC pursuant to the above
by mail or any other means shall be sent to:


<PAGE>



                  Supervisor; Rights Offerings
                  Reorganization Department
                  7 Hanover Square; 23rd Floor
                  New York, NY  10004-2695

     7. In the event of an invitation to tender the Securities (including
mandatory tenders, exchanges, and capital changes), notice by Issuer or Agent to
Security holders specifying the terms of the tender and the Publication Date of
such notice shall be sent to DTC by a secure means in the manner set forth in
Paragraph 5. Notices to DTC pursuant to this Paragraph and notices of other
corporate actions by telecopy shall be sent to DTC's Reorganization Department
at (212) 709-1093 or (212) 709-1094, and receipt of such notices shall be
confirmed by telephoning (212) 709-6884. Notices to DTC pursuant to the above by
mail or by any other means shall be sent to:

                  Manager; Reorganization Department
                  Reorganization Window
                  The Depository Trust Company
                  7 Hanover Square; 23rd Floor
                  New York, NY  10004-2695

     8.  All notices and payment advices sent to DTC shall contain the
CUSIP number of the Securities (listed on Schedule A hereto) and the
accompanying description of such Securities, which, as of the date of this
letter, is "_EIX Trust II __% Cumulative Quarterly Income Preferred Securities,
Series [ ]."

     9.  Issuer or Agent shall provide written notice of dividend payment
information to a standard dividend announcement service subscribed to by DTC as
soon as the information is available. In the event that no such service exists,
Issuer or Agent shall provide such notice directly to DTC electronically, as
previously arranged by Issuer or Agent and DTC, as soon as the payment
information is available. If electronic transmission has not been arranged,
absent any other arrangements between Issuer or Agent and DTC, such information
should be sent by telecopy to DTC's Dividend Department at (212) 709-1723 or
(212) 709-1686, and receipt of such notices shall be confirmed by telephoning
(212) 709-1270. Notices to DTC pursuant to the above by mail or by any other
means shall be sent to:


<PAGE>



                  Manager; Announcements
                  Dividend Department
                  The Depository Trust Company
                  7 Hanover Square; 22nd Floor
                  New York, NY  10004-2695

     After establishing the amount of payment to be made on the Securities in
question, Issuer or Agent will notify DTC's Dividend Department of the payment
and payment date preferably five, but not less than two, business days prior to
the effective date for such transaction.

     10. Issuer or Agent shall provide CUSIP-level detail for dividend payments
to DTC no later than noon (Eastern Time) on the payment date.

     11. Dividend payments and cash distributions shall be received by Cede &
Co. as nominee of DTC, or its registered assigns, in same-day funds no later
than 2:30 p.m. (Eastern Time) on each payment date. Absent any other
arrangements between Issuer or Agent and DTC, such funds shall be wired as
follows:

                  The Chase Manhattan Bank
                  ABA # 021 000 021
                  For credit to a/c Cede & Co.
                  c/o The Depository Trust Company
                  Dividend Deposit Account # 066-026776

     12. Redemption payments shall be received by Cede & Co., as nominee of
DTC, or its registered assigns, in same-day funds no later than 2:30 p.m.
(Eastern Time) on payment date. Absent any other arrangements between Agent and
DTC, such funds shall be wired as follows:

                  The Chase Manhattan Bank
                  ABA # 021 000 021
                  For credit to a/c Cede & Co.
                  c/o The Depository Trust Company
                  Redemption Deposit Account # 066-027306

     13. Reorganization payments resulting from corporate actions (such as
tender offers or mergers) shall be received by Cede & Co., as nominee of DTC, or
its registered assigns, in same-day funds no later than 2:30 p.m. (Eastern Time)
on payment date. Absent any other arrangements between Agent and DTC, such funds
shall be wired as follows:

                  The Chase Manhattan Bank
                  ABA # 021 000 021
                  For credit to a/c Cede & Co.
                  c/o The Depository Trust Company
                  Reorganization Deposit Account # 066-027608

     14. DTC may direct Issuer or Agent to use any other number or address
as the number or address to which notices or payments of dividends,
distributions, or redemption proceeds may be sent.

     15. In the event of a redemption, acceleration, or any other similar
transaction (e.g., tender made and accepted in response to Issuer's or Agent's
invitation) necessitating a reduction in the aggregate principal amount of
Securities outstanding or an advance refunding of part of the Securities
outstanding, DTC, in its discretion: (a) may request Issuer or Agent to issue
and authenticate a new Security certificate; or (b) may make an appropriate
notation on the Security certificate indicating the date and amount of such
reduction in the number of Securities outstanding, except in the case of final
redemption, in which case the certificate will be presented to Issuer or Agent
prior to payment, if required.

     16. In the event that Issuer determines that beneficial owners of
Securities shall be able to obtain certificated Securities, Issuer or Agent
shall notify DTC of the availability of certificates. In such event, Issuer or
Agent shall issue, transfer, and exchange certificates in appropriate amounts,
as required by DTC and others.

     17. DTC may discontinue providing its services as securities
depository with respect to the Securities at any time by giving reasonable
notice to Issuer or Agent (at which time DTC will confirm with Issuer or Agent
the aggregate principal amount of Securities outstanding). Under such
circumstances, at DTC's request Issuer and Agent shall cooperate fully with DTC
by taking appropriate action to make available one or more separate certificates
evidencing Securities to any DTC Participant having Securities credited to its
DTC accounts.

     18. Nothing herein shall be deemed to require Agent to advance funds
on behalf of Issuer.

     19. This Letter of Representations may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts together constitute but one and the same instrument.

     20. This Letter of Representations is governed by, and shall be
construed in accordance with, the laws of the State of New York.

     21. The following riders, attached hereto, are hereby incorporated
into this Letter of Representations:


Notes:
A.  If there is an Agent (as defined in this
Letter of Representations), Agent as well as
Issuer must sign this Letter.  If there is no
Agent, in signing this Letter Issuer itself                 Very truly yours,
undertakes to perform all of the
obligations set forth herein.

B.  Schedule B contains statements that DTC
believes accurately describes DTC, the
method of effecting book-entry transfers
of securities distributed through        EIX Trust II, a Delaware business trust
DTC, and certain related matters.                         (Issuer)
                                            By:
                                            (Authorized Officer's Signature)


                                     The Chase Manhattan Bank
                                     (Agent)
                                      By:
                                     (Authorized Officer's Signature)

Received and Accepted:
THE DEPOSITORY TRUST COMPANY
By:
CC:      Underwriter
Underwriter's Counsel



<PAGE>

                                    EXHIBIT C
                      THIS CERTIFICATE IS NOT TRANSFERABLE
                     EXCEPT IN CERTAIN LIMITED CIRCUMSTANCES
                        SET FORTH IN THE TRUST AGREEMENT
                               (AS DEFINED BELOW).

CERTIFICATE NUMBER                                   NUMBER OF COMMON SECURITIES
         C-1
                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF
                                  EIX TRUST II
                             8.60% COMMON SECURITIES

                  (LIQUIDATION AMOUNT $25 PER COMMON SECURITY)

     EIX Trust II, a statutory business trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that Edison International (the
"Holder") is the registered owner of the number set forth above of common
securities of the Trust representing beneficial interests of the Trust and
designated the 8.60% Common Securities (liquidation amount $25 per Common
Security) (the "Common Securities"). Except as provided in Section 5.10 of the
Trust Agreement (as defined below), the Common Securities are not transferable
and any attempted transfer hereof shall be void. The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Common Securities are set forth in, and this certificate and the Common
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust dated as of October 29, 1999, as the same may be amended from time to time
(the "Trust Agreement"), including the designation of the terms of the Common
Securities as set forth therein. The Trust will furnish a copy of the Trust
Agreement to the Holder without charge upon written request to the Trust at its
principal place of business or registered office.

     Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.


<PAGE>


     IN WITNESS WHEREOF, one of the Regular Trustees of the Trust has executed
this certificate this ___ day of ______, 1999.


                                  EIX TRUST II

By:      ________________________
Name:    ________________________
Title:  Regular Trustee



<PAGE>

                                                                     EXHIBIT D

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

     AGREEMENT dated as of October 29, 1999 between Edison International, a
California corporation, and EIX Trust II, a Delaware business trust (the
"Trust"). Capitalized terms used but not defined herein have the meanings
ascribed to such terms in the Trust Agreement (as defined below).

     WHEREAS, the Trust intends to issue its Common Securities (the "Common
Securities") to and receive Notes from Edison International and to issue and
sell 8.60% Cumulative Quarterly Income Preferred Securities, Series B (the
"Preferred Securities") with such powers, preferences and special rights and
restrictions as are set forth in the Amended and Restated Trust Agreement of the
Trust dated as of October 29, 1999, as the same may be amended from time to time
(the "Trust Agreement");

     WHEREAS, Edison International will directly or indirectly own all of the
Common Securities of the Trust and will issue the Notes;

     NOW, THEREFORE, in consideration of the purchase by each holder of the
Preferred Securities, which purchase Edison International hereby agrees shall
benefit Edison International and which purchase Edison International
acknowledges will be made in reliance upon the execution and delivery of this
Agreement, Edison International and the Trust hereby agree as follows:

                                    ARTICLE I

     SECTION 1.1. Guarantee by Edison International

     Subject to the terms and conditions hereof, Edison International hereby
irrevocably and unconditionally guarantees to each person or entity to whom the
Trust is now or hereafter becomes indebted or liable (the "Beneficiaries") the
full payment, when and as due, of any and all Obligations (as hereinafter
defined) to such Beneficiaries. As used herein, "Obligations" means any costs,
expenses or liabilities of the Trust, other than obligations of the Trust to pay
to holders of any Preferred Securities or other similar interests in the Trust
the amounts due such holders pursuant to the terms of the Preferred Securities
or such other similar interests, as the case may be. This Agreement is intended
to be for the benefit of, and to be enforceable by, all such Beneficiaries,
whether or not such Beneficiaries have received notice hereof.


<PAGE>


                  SECTION 1.2. Term of Agreement.

     This Agreement shall terminate and be of no further force and effect upon
the later of (a) the date on which full payment has been made of all amounts
payable to all holders of all the Preferred Securities (whether upon redemption,
liquidation, exchange or otherwise) and (b) the date on which there are no
Beneficiaries remaining; provided, however, that this Agreement shall continue
to be effective or shall be reinstated, as the case may be, if at any time any
holder of Preferred Securities or any Beneficiary must restore payment of any
sums paid under the Preferred Securities, under any Obligation, under the
Guarantee Agreement dated as of the date hereof between Edison International and
The Chase Manhattan Bank, as guarantee trustee, or under this Agreement for any
reason whatsoever. This Agreement is continuing, irrevocable, unconditional and
absolute.

     SECTION 1.3. Waiver of Notice.

     Edison International hereby waives notice of acceptance of this Agreement
and of any Obligation to which it applies or may apply, and Edison International
hereby waives presentment, demand for payment, protest, notice of nonpayment,
notice of dishonor, notice of redemption and all other notices and demands.

     SECTION 1.4. No Impairment.

     The obligations, covenants, agreements and duties of Edison International
under this Agreement shall in no way be affected or impaired by reason of the
happening from time to time of any of the following:

     (a) the extension of time for the payment by the Trust of all or any
portion of the Obligations or for the performance of any other obligation under,
arising out of, or in connection with, the Obligations;

     (b) any failure, omission, delay or lack of diligence on the part of the
Beneficiaries to enforce, assert or exercise any right, privilege, power or
remedy conferred on the Beneficiaries with respect to the Obligations or any
action on the part of the Trust granting indulgence or extension of any kind; or

     (c) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Trust or any of the assets of the
Trust.

     There shall be no obligation of the Beneficiaries to give notice to, or
obtain the consent of, Edison International with respect to the happening of any
of the foregoing.

<PAGE>

     SECTION 1.5. Enforcement.

     A Beneficiary may enforce this Agreement directly against Edison
International and Edison International waives any right or remedy to require
that any action be brought against the Trust or any other person or entity
before proceeding against Edison International.

     SECTION 1.6. Subrogation.

     Edison International shall be subrogated to all (if any) rights of any
Beneficiary against the Trust, in respect of any amounts paid to the
Beneficiaries by Edison International under this Agreement; provided, however,
that Edison International shall not (except to the extent required by mandatory
provisions of law) be entitled to enforce or exercise any rights which it may
acquire against the Trust by way of subrogation or any indemnity, reimbursement
or other agreement, in all cases as a result of payment under this Agreement,
if, at the time of any such payment, any amounts are due and unpaid under this
Agreement.

                                   ARTICLE II

     SECTION 2.1. Binding Effect.

     All guarantees and agreements contained in this Agreement shall bind the
successors, assigns, receivers, trustees and representatives of Edison
International and shall inure to the benefit of the Beneficiaries.

     SECTION 2.2. Amendment.

     So long as there remains any Beneficiary or any Preferred Securities of any
series are outstanding, this Agreement shall not be modified or amended in any
manner adverse to such Beneficiary or to the holders of the Preferred
Securities.

     SECTION 2.3. Notices.

     Any notice, request or other communication required or permitted to be
given hereunder shall be given in writing by delivering the same against receipt
therefor by facsimile transmission (confirmed by mail) or by first class mail,
addressed as follows (and if so given, shall be deemed given when mailed or upon
receipt of a confirmation, if sent by facsimile):

EIX Trust II
2244 Walnut Grove Avenue
Rosemead, California 91770
Facsimile No.: 626-302-2610
Attention:  Corporate Governance



<PAGE>



Edison International
2244 Walnut Grove Avenue
Rosemead, California 91770
Facsimile No.:  626-302-2610
Attention:  Corporate Secretary

     SECTION 2.4. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

     THIS AGREEMENT is executed as of the day and year first above written.


                              EDISON INTERNATIONAL

By:________________________________
Name:_________________________
Title:________________________


                                  EIX TRUST II


By:________________________________
Name:_________________________
Title:  Regular Trustee


<PAGE>

                                                                    EXHIBIT E

     IF THE PREFERRED SECURITY IS TO BE EVIDENCED BY A GLOBAL CERTIFICATE,
INSERT--This Preferred Securities Certificate is a Book-Entry Preferred
Securities Certificate within the meaning of the Trust Agreement hereinafter
referred to and is registered in the name of The Depository Trust Company (the
"Depositary") or a nominee of the Depositary. This Preferred Securities
Certificate is exchangeable for Preferred Securities Certificates registered in
the name of a person other than the Depositary or its nominee only in the
limited circumstances described in the Trust Agreement and may not be
transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary, except in limited circumstances.

     Unless this Preferred Security is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York) to EIX Trust II or
its agent for registration of transfer, exchange or payment, and any Preferred
Securities Certificate issued is registered in the name of Cede & Co. or such
other name as requested by an authorized representative of The Depository Trust
Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.

CERTIFICATE NUMBER                               NUMBER OF PREFERRED SECURITIES
               P-
                                                             CUSIP NO.

                   CERTIFICATE EVIDENCING PREFERRED SECURITIES
                                       OF
                                  EIX TRUST II

        8.60% CUMULATIVE QUARTERLY INCOME PREFERRED SECURITIES, SERIES B
                 (LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY)

     EIX Trust II, a statutory business trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that ___________________ (the
"Holder") is the registered owner of the number set forth above of preferred
securities of the Trust representing an undivided beneficial interest in the
assets of the Trust and designated the EIX Trust II 8.60% Cumulative Quarterly
Income Preferred Securities, Series B (liquidation amount $25 per Preferred
Security) (the "Preferred Securities"). The Preferred Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer as provided in Section 5.4 of the Trust Agreement (as
defined below). The designations, rights, privileges, restrictions, preferences
and other terms and provisions of the Preferred Securities are set forth in, and
this certificate and the Preferred Securities represented hereby are issued and
shall in all respects be subject to the terms and provisions of, the Amended and
Restated Trust Agreement of the Trust dated as of October 29, 1999, as the same
may be amended from time to time (the "Trust Agreement") including the
designation of the terms of Preferred Securities as set forth therein. The
Holder is entitled to the benefits of the Guarantee Agreement dated as of
October 29, 1999 between Edison International, a California corporation, and The
Chase Manhattan Bank, as guarantee trustee (as the same may be amended from time
to time, the "Guarantee"), to the extent provided therein. The Trust will
furnish a copy of the Trust Agreement and the Guarantee to the Holder without
charge upon written request to the Trust at its principal place of business or
registered office.

     Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

     IN WITNESS WHEREOF, one of the Regular Trustees of the Trust has executed
this certificate this _____ day of ________, 1999.


                                  EIX TRUST II


By:
Name:
Title:  Regular Trustee



<PAGE>


                                   ASSIGNMENT


FOR VALUE  RECEIVED,  the  undersigned  assigns  and  transfers  this  Preferred
Security to:
------------------------------------------------------------------------------
-------------------------------------------------------------------------------
        (Insert assignee's social security or tax identification number)
-------------------------------------------------------------------------------
                    (Insert address and zip code of assignee)

and irrevocably appoints
-------------------------------------------------------------------------------
agent to transfer this Preferred Securities Certificate on the books of the0
Trust. The agent may substitute another to act for him or
her.

Date: ________________
Signature:
______________________________________________________________________________
(Sign exactly as your name appears on the other side of this Preferred
Securities Certificate)

The  signature(s)  should be  guaranteed  by an eligible  guarantor  institution
(banks,  stockbrokers,  savings  and loan  associations  and credit  unions with
membership in an approved signature guarantee  medallion  program),  pursuant to
SEC Rule 17Ad-15.




                               GUARANTEE AGREEMENT



                                     Between



                              EDISON INTERNATIONAL
                                 (as Guarantor)



                                       and



                            THE CHASE MANHATTAN BANK
                                  (as Trustee)



                                   dated as of



                                October 29, 1999


<PAGE>

                             CROSS-REFERENCE TABLE*

      Section of
Trust Indenture Act                                      Section of
of 1939, as amended                                  Guarantee Agreement
-------------------                                  -------------------
            310(a)............................................4.1(a)
            310(b.............................................4.1(c), 2.8
            310(c)............................................Inapplicable
            311(a)............................................2.2(b)
            311(b)............................................2.2(b)
            311(c)............................................Inapplicable
            312(a)............................................2.2(a)
            312(b)............................................2.2(b)
            313...............................................2.3
            314(a)............................................2.4
            314(b)............................................Inapplicable
            314(c)............................................2.5
            314(d)............................................Inapplicable
            314(e)............................................1.1, 2.5, 3.2
            314(f)............................................2.1, 3.2
            315(a)............................................3.1(d)
            315(b)............................................2.7
            315(c)............................................3.1
            315(d)............................................3.1(d)
            316(a)............................................1.1, 2.6, 5.4
            316(b)............................................5.3
            316(c)............................................8.2
            317(a)............................................Inapplicable
            317(b)............................................Inapplicable
            318(a)............................................2.1(b)
            318(b)............................................2.1
            318(c)............................................2.1(a)
*    This  Cross-Reference  Table  does  not  constitute  part of the  Guarantee
     Agreement  and shall not affect the  interpretation  of any of its terms or
     provisions.


<PAGE>


                                TABLE OF CONTENTS

                                                                          Page


                                    ARTICLE I

                                   DEFINITIONS

Section 1.1   Definitions                                                    2

                               ARTICLE II

                           TRUST INDENTURE ACT

Section 2.1   Trust Indenture Act; Application                               4
Section 2.2   List of Holders; Preferential Claims                           4
Section 2.3   Reports by the Guarantee Trustee                               4
Section 2.4   Periodic Reports to the Guarantee Trustee                      4
Section 2.5   Evidence of Compliance with Conditions Precedent               5
Section 2.6   Events of Default; Waiver                                      5
Section 2.7   Event of Default; Notice                                       5
Section 2.8   Conflicting Interests                                          5

                                   ARTICLE III

               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

Section 3.1   Powers and Duties of the Guarantee Trustee                     5
Section 3.2   Certain Rights of Guarantee Trustee                            7
Section 3.3   Indemnity                                                      8

                                   ARTICLE IV

                                GUARANTEE TRUSTEE

Section 4.1   Guarantee Trustee: Eligibility                                9
Section 4.2   Appointment, Removal and Resignation of the Guarantee Trustee 9

                                    ARTICLE V

                                    GUARANTEE

Section 5.1   Guarantee                                                    10
Section 5.2   Waiver of Notice and Demand                                  10
Section 5.3   Obligations Not Affected                                     10
Section 5.4   Rights of Holders                                            11

<PAGE>


Section 5.5   Guarantee of Payment                                         11
Section 5.6   Subrogation                                                  11
Section 5.7   Independent Obligations                                      12

                                   ARTICLE VI

                      COVENANTS AND SUBORDINATION

Section 6.1   Subordination                                                12
Section 6.2   Pari Passu Guarantees                                        12

                                   ARTICLE VII

                                   TERMINATION

Section 7.1   Termination                                                  12

                                  ARTICLE VIII

                                  MISCELLANEOUS

Section 8.1   Successors and Assigns                                       12
Section 8.2   Amendments                                                   13
Section 8.3   Notices                                                      13
Section 8.4   Benefit                                                      14
Section 8.5   Interpretation                                               14
Section 8.6   Governing Law                                                15


<PAGE>

                               GUARANTEE AGREEMENT

     GUARANTEE  AGREEMENT,  dated as of October 29,  1999,  entered into between
EDISON  INTERNATIONAL,  a California  corporation having its principal office at
2244 Walnut Grove Avenue, Rosemead, California 91770 (the "Guarantor"),  and THE
CHASE MANHATTAN BANK, a New York banking corporation, as trustee (the "Guarantee
Trustee"),  for the benefit of the Holders (as defined herein) from time to time
of the  Preferred  Securities  (as  defined  herein) of EIX Trust II, a Delaware
statutory business trust (the "Issuer").

     WHEREAS,  pursuant to an Amended and Restated Trust Agreement,  dated as of
October  29,  1999  (the  "Trust  Agreement"),  among  Edison  International,  a
California corporation (the "Company"), as Depositor, the Property Trustee named
therein,  the Delaware Trustee named therein, the Regular Trustees named therein
and the  several  Holders  as  defined  therein,  the  Issuer is  issuing  up to
$345,000,000 aggregate Liquidation Amount (as defined in the Trust Agreement) of
its  8.60%  Cumulative   Quarterly  Income   Preferred   Securities,   Series  B
(Liquidation  Amount $25 per Preferred  Security) (the "Preferred  Securities"),
representing  undivided  beneficial  interests  in the  assets of the Issuer and
having  the  terms  set forth in the Trust  Agreement;

     WHEREAS,  the  Preferred  Securities  will be issued by the  Issuer and the
proceeds  thereof,  together  with the proceeds  from the issuance of the Common
Securities  (as defined in the Trust  Agreement),  will be used to purchase  the
Notes (as defined in the Trust Agreement) of the Company which will be deposited
with The Chase Manhattan Bank, as Property Trustee under the Trust Agreement, as
trust assets; and

     WHEREAS, as incentive for the Holders to purchase Preferred  Securities the
Guarantor desires  irrevocably and  unconditionally  to agree, to the extent set
forth herein,  to pay to the Holders of the Preferred  Securities  the Guarantee
Payments (as defined herein) and to make certain other payments on the terms and
conditions set forth herein;

     NOW,  THEREFORE,  in  consideration  of the  purchase  by  each  Holder  of
Preferred  Securities,  which purchase the Guarantor hereby agrees shall benefit
the Guarantor,  the Guarantor executes and delivers this Guarantee Agreement for
the benefit of the Holders from time to time of the Preferred Securities.



                                       1
<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

     Section 1.1 Definitions. As used in this Guarantee Agreement, the terms set
forth below shall,  unless the context  otherwise  requires,  have the following
meanings.  Capitalized or otherwise defined terms used but not otherwise defined
herein shall have the meanings  assigned to such terms in the Trust Agreement as
in effect on the date hereof.

     "Affiliate"  of any  specified  Person means any other  Person  directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control  with  such  specified  Person.  For the  purposes  of this  definition,
"control"  when used with  respect to any  specified  Person  means the power to
direct the  management  and  policies of such  Person,  directly or  indirectly,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms  "controlling" and "controlled"  have meanings  correlative to the
foregoing.

     "Event  of  Default"  means (i) a default  by the  Guarantor  on any of its
payment  obligations  under this  Guarantee  Agreement and (ii) a default by the
Guarantor on any other  obligation  hereunder that remains uncured after 30 days
from the occurrence thereof.

     "Guarantee Payments" means the following payments or distributions, without
duplication, with respect to the Preferred Securities, to the extent not paid or
made by or on behalf of the Issuer: (i) any accumulated and unpaid Distributions
(as  defined  in the  Trust  Agreement)  required  to be paid  on the  Preferred
Securities, to the extent the Issuer shall have funds on hand available therefor
at such time,  (ii) the redemption  price,  including all accumulated and unpaid
Distributions to the date of redemption (the "Redemption  Price"),  with respect
to any Preferred  Securities  called for redemption by the Issuer, to the extent
the Issuer shall have funds on hand  available  therefor at such time, and (iii)
upon a voluntary or  involuntary  termination,  winding-up or liquidation of the
Issuer,  unless  Notes are  distributed  to the  Holders,  the lesser of (a) the
aggregate  of  the  Liquidation  Amount  of  $25  per  Preferred  Security  plus
accumulated and unpaid  Distributions on the Preferred Securities to the date of
payment, to the extent the Issuer shall have funds on hand available therefor at
such time and (b) the amount of assets of the  Issuer  remaining  available  for
distribution  to Holders in  liquidation  of the  Issuer  (in either  case,  the
"Liquidation Distribution").

     "Guarantee  Trustee"  means The Chase  Manhattan  Bank,  until a  Successor
Guarantee Trustee has been appointed and has accepted such appointment  pursuant
to the  terms of this  Guarantee  Agreement,  and  thereafter  means  each  such
Successor  Guarantee  Trustee.

     "Holder"  means any holder,  as  registered on the books and records of the
Issuer,  of any Preferred  Securities;  provided,  however,  that in determining
whether the holders of the  requisite  percentage of Preferred  Securities  have
given any  request,  notice,  consent or waiver  hereunder,  "Holder"  shall not
include the Guarantor,  the Guarantee Trustee, or any Affiliate of the Guarantor
or the Guarantee Trustee.


                                       2
<PAGE>

     "Indenture" means the Subordinated  Indenture dated as of July 26, 1999, as
supplemented  and amended  from time to time,  between the Company and The Chase
Manhattan Bank, as trustee.

     "List of Holders" has the meaning specified in Section 2.2(a).

     "Majority in Liquidation Amount of the Preferred  Securities" means, except
as  provided  by the  Trust  Indenture  Act,  a vote  by the  Holder(s),  voting
separately as a class,  of more than 50% of the  Liquidation  Amount of all then
outstanding Preferred Securities issued by the Issuer.

     "Officer's  Certificate"  means,  with respect to any Person, a certificate
signed by the Chairman of the Board, Chief Executive Officer,  President, a Vice
President,  the Treasurer, an Associate Treasurer,  an Assistant Treasurer,  the
Controller,  the  Secretary  or an  Assistant  Secretary  of  such  Person,  and
delivered to the Guarantee  Trustee.  Any Officer's  Certificate  delivered with
respect  to  compliance  with a  condition  or  covenant  provided  for in  this
Guarantee Agreement shall include:

     (a) a statement that the officer signing the Officer's Certificate has read
the covenant or condition and the definitions relating thereto;

     (b) a brief  statement  of the  nature  and  scope  of the  examination  or
investigation undertaken by such officer in rendering the Officer's Certificate;

     (c)  a  statement   that  such  officer  has  made  such   examination   or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed  opinion as to whether or not such  covenant or condition
has been complied with; and

     (d) a  statement  as to  whether,  in the  opinion  of such  officer,  such
condition or covenant has been complied with.

     "Person"  means a legal  person,  including  any  individual,  corporation,
estate, partnership,  joint venture,  association,  joint stock company, limited
liability  company,  trust,  unincorporated  association,  or  government or any
agency or political subdivision thereof, or any other entity of whatever nature.

     "Responsible Officer" means, with respect to the Guarantee Trustee, any any
Vice  President,  any  Assistant  Vice  President,  any Managing  Director,  any
Assistant  Secretary,  any Assistant  Treasurer,  any Senior Trust Officer,  any
Assistant Trust Officer,  any Trust Officer or any other officer associated with
the corporate trust department of the Guarantee Trustee  customarily  performing
functions similar to those performed by any of the above designated officers and
also means,  with  respect to a particular  corporate  trust  matter,  any other
officer to whom such matter is referred  because of that officer's  knowledge of
and familiarity with the particular subject.


                                       3
<PAGE>

     "Successor   Guarantee   Trustee"  means  a  successor   Guarantee  Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended.

                                   ARTICLE II

                               TRUST INDENTURE ACT

     Section 2.1 Trust Indenture Act;  Application (a) This Guarantee  Agreement
is subject to the provisions of the Trust  Indenture Act that are required to be
part of this  Guarantee  Agreement  and  shall,  to the  extent  applicable,  be
governed by such provisions.

     (b) If and to the extent that any  provision  of this  Guarantee  Agreement
limits,  qualifies or conflicts  with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

     Section 2.2 List of Holders;  Preferential  Claims (a) The Guarantor  shall
furnish or cause to be furnished to the Guarantee Trustee (a)  semiannually,  on
or before  June 30 and  December  31 of each year,  a list,  in such form as the
Guarantee  Trustee may  reasonably  require,  of the names and  addresses of the
Holders  ("List of  Holders")  as of a date not more  than 15 days  prior to the
delivery  thereof,  and (b) at such other  times as the  Guarantee  Trustee  may
request in  writing,  within 30 days after the receipt by the  Guarantor  of any
such request,  a List of Holders as of a date not more than 15 days prior to the
time such list is furnished,  in each case to the extent such  information is in
the  possession or control of the Guarantor and is not identical to a previously
supplied  list of Holders or has not  otherwise  been  received by the Guarantee
Trustee in its capacity as such.  The Guarantee  Trustee may destroy any List of
Holders previously given to it on receipt of a new List of Holders.

     (b) The Guarantee  Trustee shall comply with its obligations  under Section
311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act.

     Section  2.3  Reports  by the  Guarantee  TrusteE.  Not later  than 60 days
following May 15 of each year,  commencing May 15, 2000,  the Guarantee  Trustee
shall  provide to the Holders such reports as are required by Section 313 of the
Trust  Indenture Act, if any, in the form and in the manner  provided by Section
313 of the Trust Indenture Act. The Guarantee Trustee shall also comply with the
requirements of Section 313(d) of the Trust Indenture Act.

     Section 2.4 Periodic  Reports to the Guarantee  Trustee The Guarantor shall
provide to the Guarantee Trustee, the Securities and Exchange Commission and the
Holders such documents,  reports and information, if any, as required by Section
314 of the  Trust  Indenture  Act and the  compliance  certificate  required  by
Section 314 of the Trust  Indenture  Act, in the form,  in the manner and at the
times required by Section 314(a)(4) of the Trust Indenture Act.


                                       4
<PAGE>

     Section 2.5 Evidence of Compliance with Conditions  Precedent The Guarantor
shall  provide to the Guarantee  Trustee such  evidence of compliance  with such
conditions  precedent,  if any,  provided for in this  Guarantee  Agreement that
relate to any of the matters set forth in Section 314(c) of the Trust  Indenture
Act. Any certificate or opinion  required to be given by an officer  pursuant to
such Section 314(c)(1) may be given in the form of an Officer's Certificate.

     Section  2.6  Events of  Default;  Waiver  The  Holders  of a  Majority  in
Liquidation  Amount of the Preferred  Securities  may, by vote, on behalf of the
Holders, waive any past Event of Default and its consequences. Upon such waiver,
any such Event of Default shall cease to exist, and any Event of Default arising
therefrom  shall be  deemed  to have  been  cured,  for  every  purpose  of this
Guarantee Agreement,  but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent therefrom.

     Section  2.7 Event of  Default;  Notice (a) The  Guarantee  Trustee  shall,
within 90 days after the occurrence of an Event of Default actually known to the
Guarantee  Trustee,  transmit  by mail,  first  class  postage  prepaid,  to the
Holders,  notices of all such Events of Default,  unless such defaults have been
cured or waived before the giving of such notice,  provided, that, except in the
case of a default in the payment of a Guarantee  Payment,  the Guarantee Trustee
shall be  protected  in  withholding  such notice if and so long as the board of
directors,  the  executive  committee or a trust  committee of directors  and/or
Responsible  Officers of the Guarantee Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders.

     (b) The  Guarantee  Trustee  shall not be deemed to have  knowledge  of any
Event of Default  unless the  Guarantee  Trustee  shall  have  received  written
notice,  or a  Responsible  Officer  charged  with  the  administration  of this
Guarantee  Agreement  shall  have  obtained  written  notice,  of such  Event of
Default.

     Section 2.8  Conflicting  Interests  The Trust  Agreement and the Indenture
shall be deemed to be specifically described in this Guarantee Agreement for the
purposes of clause (i) of the first proviso  contained in Section  310(b) of the
Trust Indenture Act.

                                   ARTICLE III

               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

     Section 3.1 Powers and Duties of the Guarantee  Trustee (a) This  Guarantee
Agreement shall be held by the Guarantee Trustee for the benefit of the Holders,
and the Guarantee  Trustee shall not transfer  this  Guarantee  Agreement to any
Person except a Holder  exercising his or her rights pursuant to Section 5.4(iv)
or to a Successor  Guarantee  Trustee on acceptance by such Successor  Guarantee
Trustee of its  appointment to act as Successor  Guarantee  Trustee.  The right,
title and interest of the  Guarantee  Trustee  shall  automatically  vest in any
Successor Guarantee Trustee, upon acceptance by such Successor Guarantee Trustee
of its appointment  hereunder,  and such vesting and cessation of title shall be
effective whether or not conveyancing documents have been executed and delivered
pursuant to the appointment of such Successor Guarantee Trustee.


                                       5
<PAGE>

     (b) If an Event of Default has occurred and is  continuing,  the  Guarantee
Trustee shall enforce this Guarantee Agreement for the benefit of the Holders.

     (c) The Guarantee  Trustee,  before the  occurrence of any Event of Default
and after the curing or waiving of all Events of Default that may have occurred,
shall  undertake  to perform only such duties as are  specifically  set forth in
this  Guarantee  Agreement,  and no  implied  covenants  shall be read into this
Guarantee  Agreement against the Guarantee Trustee.  In case an Event of Default
has occurred  (that has not been cured or waived  pursuant to Section 2.6),  the
Guarantee  Trustee shall  exercise such of the rights and powers vested in it by
this  Guarantee  Agreement,  and use the same  degree  of care and  skill in its
exercise  thereof,  as  a  prudent  person  would  exercise  or  use  under  the
circumstances in the conduct of his or her own affairs.

     (d) No provision of this Guarantee  Agreement shall be construed to relieve
the  Guarantee  Trustee from  liability for its own  negligent  action,  its own
negligent failure to act or its own willful misconduct, except that:

     (i) prior to the occurrence of any Event of Default and after the curing or
waiving of all such Events of Default that may have occurred:

     (A)  the  duties  and  obligations  of  the  Guarantee   Trustee  shall  be
          determined  solely  by  the  express   provisions  of  this  Guarantee
          Agreement,  and the  Guarantee  Trustee shall not be liable except for
          the performance of such duties and obligations as are specifically set
          forth in this Guarantee Agreement; and

     (B)  in the absence of bad faith on the part of the Guarantee Trustee,  the
          Guarantee  Trustee  may  conclusively  rely,  as to the  truth  of the
          statements and the correctness of the opinions expressed therein, upon
          any  certificates or opinions  furnished to the Guarantee  Trustee and
          conforming to the requirements of this Guarantee Agreement; but in the
          case of any such certificates or opinions that by any provision hereof
          or  of  the  Trust  Indenture  Act  are  specifically  required  to be
          furnished to the Guarantee  Trustee,  the  Guarantee  Trustee shall be
          under a duty to  examine  the same to  determine  whether  or not they
          conform to the requirements of this Guarantee Agreement;

     (ii) the  Guarantee  Trustee  shall not be liable for any error of judgment
made in good faith by a Responsible Officer of the Guarantee Trustee,  unless it
shall be proved that the  Guarantee  Trustee was negligent in  ascertaining  the
pertinent facts upon which such judgment was made;


                                       6
<PAGE>

     (iii) the Guarantee  Trustee shall not be liable with respect to any action
taken  or  omitted  to be  taken  by it in good  faith  in  accordance  with the
direction  of the Holders of not less than a Majority in  Liquidation  Amount of
the Preferred  Securities  relating to the time,  method and place of conducting
any proceeding for any remedy available to the Guarantee Trustee,  or exercising
any trust or power  conferred  upon the Guarantee  Trustee under this  Guarantee
Agreement; and

     (iv) no provision of this Guarantee  Agreement  shall require the Guarantee
Trustee to expend or risk its own funds or otherwise  incur  personal  financial
liability in the  performance  of any of its duties or in the exercise of any of
its rights or powers, if the Guarantee Trustee shall have reasonable grounds for
believing  that the  repayment  of such  funds or  liability  is not  reasonably
assured to it under the terms of this Guarantee  Agreement or adequate indemnity
satisfactory  to it against such risk or liability is not reasonably  assured to
it.

     Section  3.2  Certain  Rights  of  Guarantee  Trustee  (a)  Subject  to the
provisions of Section 3.1:

     (i) The  Guarantee  Trustee  may  conclusively  rely  and  shall  be  fully
protected in acting or refraining from acting upon any resolution,  certificate,
statement,  instrument,  opinion, report, notice, request,  direction,  consent,
order, bond,  debenture,  note, other evidence of indebtedness or other paper or
document  reasonably  believed by it to be genuine and to have been signed, sent
or presented by the proper party or parties.

     (ii) Any direction or act of the Guarantor  contemplated  by this Guarantee
Agreement shall be  sufficiently  evidenced by an Officer's  Certificate  unless
otherwise prescribed herein.

     (iii) Whenever,  in the  administration  of this Guarantee  Agreement,  the
Guarantee Trustee shall deem it desirable that a matter be proved or established
before taking, suffering or omitting to take any action hereunder, the Guarantee
Trustee (unless other evidence is herein  specifically  prescribed)  may, in the
absence  of bad  faith  on its  part,  request  and  conclusively  rely  upon an
Officer's  Certificate  which,  upon receipt of such request from the  Guarantee
Trustee, shall be promptly delivered by the Guarantor.

     (iv) The Guarantee Trustee may consult with legal counsel,  and the written
advice or opinion of such legal  counsel with respect to legal  matters shall be
full and complete  authorization  and protection in respect of any action taken,
suffered or omitted to be taken by it hereunder in good faith and in  accordance
with such advice or  opinion.  Such legal  counsel  may be legal  counsel to the
Guarantor  or any of  its  Affiliates  and  may  be  one of its  employees.  The
Guarantee  Trustee  shall  have  the  right  at any  time to  seek  instructions
concerning  the  administration  of this  Guarantee  Agreement from any court of
competent jurisdiction.


                                       7
<PAGE>

     (v) The  Guarantee  Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Guarantee  Agreement at the request or
direction of any Holder, unless such Holder shall have provided to the Guarantee
Trustee such adequate  security and indemnity  satisfactory  to it,  against the
costs,  expenses  (including  attorneys' fees and expenses) and liabilities that
might be incurred by it in complying  with such request or direction,  including
such reasonable advances as may be requested by the Guarantee Trustee;  provided
that,  nothing contained in this Section 3.2(a)(v) shall be taken to relieve the
Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation
to exercise the rights and powers vested in it by this Guarantee Agreement.

     (vi) The  Guarantee  Trustee  shall not be bound to make any  investigation
into the facts or  matters  stated in any  resolution,  certificate,  statement,
instrument,  opinion, report, notice, request, direction,  consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document.

     (vii)  The  Guarantee  Trustee  may  execute  any of the  trusts  or powers
hereunder or perform any duties  hereunder  either directly or by or through its
agents or attorneys,  and the Guarantee Trustee shall not be responsible for any
misconduct  or  negligence  on the part of any such agent or attorney  appointed
with due care by it hereunder.

     (viii)  Whenever in the  administration  of this  Guarantee  Agreement  the
Guarantee  Trustee shall deem it desirable to receive  instructions with respect
to  enforcing  any remedy or right or taking  any other  action  hereunder,  the
Guarantee Trustee (A) may request instructions from the Holders, (B) may refrain
from  enforcing  such  remedy or right or taking  such other  action  until such
instructions  are  received,  and (C) shall be protected in acting in accordance
with such instructions.

     (b) No provision of this Guarantee  Agreement shall be deemed to impose any
duty or  obligation  on the  Guarantee  Trustee  to  perform  any act or acts or
exercise any right, power, duty or obligation  conferred or imposed on it in any
jurisdiction  in which it shall be illegal,  or in which the  Guarantee  Trustee
shall be  unqualified  or  incompetent  in accordance  with  applicable  law, to
perform  any such act or acts or to  exercise  any such  right,  power,  duty or
obligation.  No permissive power or authority available to the Guarantee Trustee
shall  be  construed  to be a duty to act in  accordance  with  such  power  and
authority.

     Section 3.3  Indemnity  The  Guarantor  agrees to indemnify  the  Guarantee
Trustee and its officers, directors, employees,  representatives and agents for,
and to hold it and such persons harmless against, any loss, liability or expense
of whatever  kind or nature  regardless  of their merit,  demanded,  asserted or
claimed  against the Guarantee  Trustee and incurred  without  negligence or bad
faith on the part of the Guarantee Trustee, arising out of or in connection with
the acceptance or administration of this Guarantee Agreement,  including without
limitation  the costs and expenses of  defending  itself  (including  reasonable
attorneys' and consultants' fees and expenses) against any claim or liability in
connection  with the  exercise  or  performance  of any of its  powers or duties
hereunder.  The Guarantee  Trustee will not claim or exact any lien or charge on
any Guarantee  Payments as a result of any amount due to it under this Guarantee
Agreement.  The indemnification provided hereunder shall survive the termination
of this  Guarantee  Agreement  and the  resignation  or removal of the Guarantee
Trustee.


                                       8
<PAGE>

                                   ARTICLE IV

                                GUARANTEE TRUSTEE

     Section 4.1 Guarantee Trustee:  Eligibility (a) There shall at all times be
a Guarantee Trustee which shall:


     (i) not be an Affiliate of the Guarantor; and

     (ii) be a Person that is eligible  pursuant to the Trust  Indenture  Act to
act as such and has a combined capital and surplus of at least $50,000,000,  and
shall be a corporation  meeting the  requirements of Section 310(a) of the Trust
Indenture  Act. If such  corporation  publishes  reports of  condition  at least
annually, pursuant to law or to the requirements of the supervising or examining
authority, then, for the purposes of this Section and to the extent permitted by
the Trust  Indenture Act, the combined  capital and surplus of such  corporation
shall be deemed to be its combined  capital and surplus as set forth in its most
recent report of condition so published.

     (b) If at any time the  Guarantee  Trustee shall cease to be eligible to so
act under Section 4.1(a),  the Guarantee Trustee shall immediately resign in the
manner and with the effect set out in Section 4.2(c).

     (c)  If the  Guarantee  Trustee  has  or  shall  acquire  any  "conflicting
interest"  within the meaning of Section 310(b) of the Trust  Indenture Act, the
Guarantee Trustee and Guarantor shall in all respects comply with the provisions
of Section 310(b) of the Trust Indenture Act.

     Section 4.2 Appointment,  Removal and Resignation of the Guarantee  Trustee
(a) Subject to Section 4.2(b), the Guarantee Trustee may be appointed or removed
without cause at any time by the Guarantor.

     (b) The Guarantee Trustee shall not be removed until a Successor  Guarantee
Trustee  has  been  appointed  and has  accepted  such  appointment  by  written
instrument  executed by such  Successor  Guarantee  Trustee and delivered to the
Guarantor.

     (c) The Guarantee  Trustee  appointed  hereunder  shall hold office until a
Successor  Guarantee  Trustee shall have been  appointed or until its removal or
resignation.  The  Guarantee  Trustee may resign from office  (without  need for
prior or subsequent  accounting)  by an  instrument  in writing  executed by the
Guarantee  Trustee and delivered to the Guarantor,  which  resignation shall not
take effect  until a Successor  Guarantee  Trustee  has been  appointed  and has
accepted such  appointment  by instrument in writing  executed by such Successor
Guarantee  Trustee and delivered to the  Guarantor  and the resigning  Guarantee
Trustee.


                                       9
<PAGE>

     (d) If no  Successor  Guarantee  Trustee  shall  have  been  appointed  and
accepted  appointment  as  provided  in this  Section  4.2  within 60 days after
delivery  to the  Guarantor  of an  instrument  of  resignation,  the  resigning
Guarantee  Trustee may petition,  at the expense of the Guarantor,  any court of
competent  jurisdiction for appointment of a Successor  Guarantee Trustee.  Such
court may  thereupon,  after  prescribing  such  notice,  if any, as it may deem
proper, appoint a Successor Guarantee Trustee.

                                    ARTICLE V

                                    GUARANTEE

     Section 5.1 Guarantee The Guarantor irrevocably and unconditionally  agrees
to pay in full to the Holders the Guarantee  Payments  (without  duplication  of
amounts  theretofore  paid by or on  behalf  of the  Issuer),  as and when  due,
regardless of any defense, right of set-off or counterclaim which the Issuer may
have or assert.  The Guarantor's  obligation to make a Guarantee  Payment may be
satisfied  by direct  payment of the  required  amounts by the  Guarantor to the
Holders or by causing the Issuer to pay such amounts to the Holders.

     Section 5.2 Waiver of Notice and Demand The Guarantor  hereby waives notice
of  acceptance  of this  Guarantee  Agreement  and of any  liability to which it
applies or may apply,  presentment,  demand for payment,  any right to require a
proceeding  first  against the  Guarantee  Trustee,  Issuer or any other  Person
before proceeding against the Guarantor,  protest, notice of nonpayment,  notice
of dishonor, notice of redemption and all other notices and demands.

     Section 5.3 Obligations Not Affected The obligations, covenants, agreements
and duties of the Guarantor  under this Guarantee  Agreement  shall in no way be
affected or impaired by reason of the happening  from time to time of any of the
following:

     (a) the  release  or  waiver,  by  operation  of law or  otherwise,  of the
performance  or  observance  by the Issuer of any express or implied  agreement,
covenant, term or condition relating to the Preferred Securities to be performed
or observed by the Issuer;

     (b) the  extension  of time for the  payment  by the  Issuer  of all or any
portion of the  Distributions  (other than an  extension  of time for payment of
Distributions  that results from the extension of any interest payment period on
the  Notes  as  provided  in  the  Indenture),   Redemption  Price,  Liquidation
Distribution  or any  other  sums  payable  under  the  terms  of the  Preferred
Securities or the extension of time for the performance of any other  obligation
under, arising out of, or in connection with, the Preferred Securities;


                                       10
<PAGE>

     (c) any  failure,  omission,  delay or lack of diligence on the part of the
Holders or the  Guarantee  Trustee to  enforce,  assert or  exercise  any right,
privilege, power or remedy conferred on the Holders pursuant to the terms of the
Preferred  Securities,  or  any  action  on the  part  of  the  Issuer  granting
indulgence or extension of any kind;

     (d) the  voluntary or  involuntary  liquidation,  dissolution,  sale of any
collateral, receivership,  insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization,  arrangement, composition or readjustment of debt of,
or other similar proceedings  affecting,  the Issuer or any of the assets of the
Issuer;

     (e)  any   invalidity  of,  or  defect  or  deficiency  in,  the  Preferred
Securities;

     (f) the  settlement or compromise of any  obligation  guaranteed  hereby or
hereby incurred; or

     (g) any other  circumstance  whatsoever that might  otherwise  constitute a
legal or equitable  discharge or defense of a guarantor,  it being the intent of
this  Section  5.3 that the  obligations  of the  Guarantor  hereunder  shall be
absolute and unconditional under any and all circumstances.

     There shall be no obligation of the Holders to give notice to,
or obtain the consent of, the Guarantor  with respect to the happening of any of
the foregoing.

     Section 5.4 Rights of Holders The Guarantor  expressly  acknowledges  that:
(i) this Guarantee  Agreement will be deposited with the Guarantee Trustee to be
held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to
enforce this Guarantee Agreement on behalf of the Holders;  (iii) the Holders of
a Majority in Liquidation  Amount of the Preferred  Securities have the right to
direct the time,  method and place of conducting  any  proceeding for any remedy
available to the  Guarantee  Trustee in respect of this  Guarantee  Agreement or
exercising any trust or power  conferred  upon the Guarantee  Trustee under this
Guarantee  Agreement;  and (iv) any  Holder  may  institute  a legal  proceeding
directly  against  the  Guarantor  to enforce  its rights  under this  Guarantee
Agreement,  without first  instituting a legal proceeding  against the Guarantee
Trustee, the Issuer or any other Person.

     Section  5.5  Guarantee  of  Payment  This  Guarantee  Agreement  creates a
guarantee  of payment  and not of  performance  or  collection.  This  Guarantee
Agreement will not be discharged except by payment of the Guarantee  Payments in
full (without  duplication  of amounts  theretofore  paid by the Issuer) or upon
distribution of Notes to Holders as provided in the Trust Agreement.

     Section 5.6  Subrogation  The Guarantor shall be subrogated to all (if any)
rights of the Holders against the Issuer,  in respect of any amounts paid to the
Holders by the  Guarantor  under this  Guarantee  Agreement,  and shall have the
right to waive payment by the Issuer pursuant to Section 5.1; provided, however,
that the  Guarantor  shall not  (except  to the  extent  required  by  mandatory
provisions  of law) be entitled to enforce or exercise  any rights  which it may
acquire against the Issuer by way of subrogation or any indemnity, reimbursement


                                       11
<PAGE>

or other  agreement,  in all cases as a result of payment  under this  Guarantee
Agreement,  if, at the time of any such payment,  any amounts are due and unpaid
under this Guarantee Agreement.  If any amount shall be paid to the Guarantor in
violation of the preceding sentence, the Guarantor agrees to hold such amount in
trust for the Holders and to pay over such amount to the Holders.

     Section 5.7  Independent  Obligations The Guarantor  acknowledges  that its
obligations  hereunder are  independent  of the  obligations  of the Issuer with
respect to the Preferred  Securities  and that the Guarantor  shall be liable as
principal and as debtor  hereunder to make  Guarantee  Payments  pursuant to the
terms of this Guarantee  Agreement  notwithstanding  the occurrence of any event
referred to in subsections (a) through (g), inclusive, of Section 5.3 hereof.

                                   ARTICLE VI

                           COVENANTS AND SUBORDINATION

     Section 6.1  Subordination  The  obligations  of the  Guarantor  under this
Guarantee Agreement will constitute  unsecured  obligations of the Guarantor and
will rank subordinate and junior in right of payment to all other liabilities of
the Guarantor  except those made pari passu or subordinate  to such  obligations
expressly by their terms.

     Section 6.2 Pari Passu  Guarantees The  obligations of the Guarantor  under
this  Guarantee  Agreement  shall rank pari passu  with the  obligations  of the
Guarantor  under any similar  Guarantee  Agreements  issued by the  Guarantor on
behalf of the  holders  of  preferred  securities  issued  by any  other  trusts
established by Edison International or its Affiliates.

                                   ARTICLE VII

                                   TERMINATION

     Section 7.1 Termination This Guarantee  Agreement shall terminate and be of
no further force and effect upon (i) full payment of the Redemption Price of all
Preferred Securities,  (ii) the distribution of Notes to the Holders in exchange
for all of the Preferred Securities or (iii) full payment of the amounts payable
in  accordance  with  the  Trust  Agreement  upon  liquidation  of  the  Issuer.
Notwithstanding  the  foregoing,  this  Guarantee  Agreement will continue to be
effective or will be  reinstated,  as the case may be, if at any time any Holder
must restore  payment of any sums paid with respect to Preferred  Securities  or
this Guarantee Agreement.



                                       12
<PAGE>

                                  ARTICLE VIII

                                  MISCELLANEOUS

     Section 8.1 Successors and Assigns All guarantees and agreements  contained
in this  Guarantee  Agreement  shall bind the  successors,  assigns,  receivers,
trustees and  representatives of the Guarantor and shall inure to the benefit of
the Holders of the Preferred Securities from time to time outstanding. Except in
connection with a consolidation,  merger or sale involving the Guarantor that is
permitted  under  Article  VIII of the  Indenture  and  pursuant  to  which  the
successor or assignee agrees in writing to perform the  Guarantor's  obligations
hereunder, the Guarantor shall not assign its obligations hereunder.

     Section  8.2  Amendments  Except with  respect to any changes  which do not
adversely  affect the rights of the  Holders in any  material  respect (in which
case no consent of the Holders will be required),  this Guarantee  Agreement may
only be amended with the prior written  approval of the Holders of a Majority in
Liquidation Amount of Preferred Securities.  The provisions of Article VI of the
Trust Agreement  concerning meetings of the Holders shall apply to the giving of
such approval.

     Section 8.3 Notices Any notice,  request or other communication required or
permitted to be given  hereunder  shall be in writing,  duly signed by the party
giving such notice,  and delivered,  telecopied or mailed by first class mail as
follows:

     (a) if given to the Guarantor, to the address set forth below or such other
address,  facsimile  number  or to the  attention  of such  other  Person as the
Guarantor may give notice to the Holders:

Edison International
2244 Walnut Grove Avenue
Rosemead, California 91770

Facsimile No.:  626-302-2610
Attention:  Corporate Secretary

     (b) if  given  to the  Issuer,  in care of the  Guarantee  Trustee,  at the
Issuer's (and the Guarantee  Trustee's)  respective addresses set forth below or
such  other  address as the  Guarantee  Trustee on behalf of the Issuer may give
notice to the Holders:

EIX Trust II
2244 Walnut Grove Avenue
Rosemead, California 91770

Facsimile No.:  626-302-2610
Attention:  Corporate Governance


                                       13
<PAGE>

with a copy to:

The Chase Manhattan Bank
450 West 33rd Street, 15th Floor
New York, New York 10001
Facsimile No.:  212-946-8177/8178
Attention:  Capital Markets Fiduciary Services

     (c) if given to the Guarantee Trustee,  at the Guarantee  Trustee's address
set forth below or such other address as the  Guarantee  Trustee may give notice
to the Holders:

The Chase Manhattan Bank
450 West 33rd Street, 15th Floor
New York, New York 10001
Facsimile No.:  212-946-8177/8178
Attention:  Capital Markets Fiduciary Services

     (d) if given to any  Holder,  at the  address  set  forth on the  books and
records of the Issuer.

     All notices  hereunder  shall be deemed to have been given when received in
person,  telecopied  with  receipt  confirmed,  or mailed by first  class  mail,
postage  prepaid,  except that if a notice or other document is refused delivery
or cannot be  delivered  because  of a changed  address  of which no notice  was
given,  such notice or other  document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

     Section 8.4 Benefit This  Guarantee  Agreement is solely for the benefit of
the Holders and is not separately transferable from the Preferred Securities.

     Section 8.5 Interpretation In this Guarantee Agreement,  unless the context
otherwise requires:

     (a) capitalized  terms used in this Guarantee  Agreement but not defined in
the preamble  hereto have the  respective  meanings  assigned to them in Section
1.1;

     (b) a term  defined  anywhere  in this  Guarantee  Agreement  has the  same
meaning throughout;

     (c)  all  references  to  "the  Guarantee  Agreement"  or  "this  Guarantee
Agreement" are to this Guarantee Agreement as modified,  supplemented or amended
from time to time;

     (d) all references in this Guarantee Agreement to Articles and Sections are
to Articles and Sections of this Guarantee Agreement unless otherwise specified;


                                       14
<PAGE>

     (e) a term  defined in the Trust  Indenture  Act has the same  meaning when
used in this  Guarantee  Agreement  unless  otherwise  defined in this Guarantee
Agreement or unless the context otherwise requires;

     (f) a reference to the singular includes the plural and vice versa; and

     (g) the masculine, feminine or neuter genders used herein shall include the
masculine, feminine and neuter genders.

     Section 8.6 Governing Law THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED  AND  INTERPRETED  IN  ACCORDANCE  WITH  THE  LAWS  OF  THE  STATE  OF
CALIFORNIA,  WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF,  EXCEPT
THAT THE RIGHTS,  DUTIES,  IMMUNITIES AND  INDEMNITIES OF THE GUARANTEE  TRUSTEE
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


                                       15
<PAGE>

     This  instrument  may be  executed in any number of  counterparts,  each of
which so executed shall be deemed to be an original,  but all such  counterparts
shall together constitute but one and the same instrument.

     THIS  GUARANTEE  AGREEMENT  is  executed as of the day and year first above
written.

                              EDISON INTERNATIONAL

                       By: Mary C. Simpson
                           Name: Mary C. Simpson
                           Title: Assistant Treasurer



                            THE CHASE MANHATTAN BANK
                              as Guarantee Trustee


                       By:  Alfia Monastra
                            Name:Alfia Monastra
                            Title:Assistant Vice President





                              EDISON INTERNATIONAL

                  8.60% Subordinated Deferrable Interest Notes,

                                    Series B

No. 001                                                    $309,278,400
-------

CUSIP No. 281020 AC 1

     EDISON INTERNATIONAL, a corporation organized and existing under the laws
of the State of California (hereinafter called the "Corporation," which term
includes any successor Person under the Subordinated Indenture hereinafter
referred to), for value received, hereby promises to pay to The Chase Manhattan
Bank, as Property Trustee of EIX Trust II, or registered assigns, the principal
sum of up to $309,278,400 Dollars on October 29, 2029. The Corporation further
promises to pay interest on said principal sum from October 29, 1999 or from the
most recent Interest Payment Date on which interest has been paid or duly
provided for, quarterly (subject to deferral as set forth herein) in arrears on
November 30, February 28, May 31 and August 31 of each year (each such date, an
"Interest Payment Date"), commencing November 30, 1999, at the rate of 8.60% per
annum, until the principal hereof shall have become due and payable, plus
Additional Interest, if any, until the principal hereof is paid or duly provided
for or made available for payment and on any overdue principal and (without
duplication and to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at the rate of 8.60% per
annum, compounded quarterly. The amount of interest payable for any period will
be computed on the basis of twelve 30-day months and a 360-day year. The amount
of interest payable for any partial period shall be computed on the basis of the
actual number of elapsed days based on a 360-day year of twelve 30-day months.
In the event that any date on which interest is payable on this Series B
Security is not a Business Day, then a payment of the interest payable on such
date will be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on the date the payment was originally payable.
A "Business Day" shall mean any day other than (i) a Saturday or Sunday, (ii) a
day on which banking institutions in the City of New York or Los Angeles,
California, are authorized or obligated by law or executive order to remain
closed or (iii) a day on which the Corporate Trust Office of the Trustee is
closed for business. The interest installment so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in the
Subordinated Indenture, be paid to the Person in whose name this Series B
Security (or one or more Predecessor Securities is registered at the close of
business on the Regular Record Date for such interest installment. Any such
interest installment not so punctually paid or duly provided for shall forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Series B Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Series B Securities not
less than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Series B Securities may be listed or traded, and upon such
notice as may be required by such exchange, all as more fully provided in said
Subordinated Indenture.

<PAGE>

     So long as no Event of Default shall have occurred and be continuing, the
Corporation shall have the right, at any time during the term of the Series B
Securities, from time to time, to defer the payment of interest on the Series B
Securities for up to 20 consecutive quarters with respect to each deferred
period (each, an "Extension Period"), during which Extension Periods the
Corporation shall have the right to make partial payments of interest on any
Interest Payment Date. No Extension Period shall (i) end on a date other than an
Interest Payment Date or (ii) extend beyond the Stated Maturity of the principal
of the Series B Securities (as shortened or extended pursuant to the
Subordinated Indenture). At the end of any such Extension Period the Corporation
shall pay all interest then accrued and unpaid on the Series B Securities
(together with Additional Interest thereon, if any, at the annual rate of 8.60%,
compounded quarterly, to the extent permitted by applicable law). During any
Extension Period, the Corporation shall not (a) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any of its capital stock, (b) make any payment of principal of
or interest or premium, if any, on or repay, repurchase or redeem, any debt
security issued by it that ranks pari passu with or junior in interest to the
Series B Securities or (c) make any guarantee payments with respect to any
guaranty by the Corporation that by its terms rank pari passu with or junior in
interest to the Series B Securities; provided, however, that the Corporation may
(1) declare dividends in, or make distributions in, shares of its common stock,
(2) purchase its common stock if related to the issuance of its common stock
under any of the Corporation's benefit plans for its directors, officers or
employees, or (3) declare dividends in connection with any stockholder's rights
plan, issue its stock under such plan or repurchase any rights distributed
pursuant to such plan. Prior to the termination of any Extension Period, the
Corporation may further extend the interest payment period. Notwithstanding any
provision of the Subordinated Indenture to the contrary, no Extension Period (as
so extended) shall exceed 20 consecutive quarters or extend beyond the Stated
Maturity of the Series B Securities. Upon termination of any such Extension
Period and upon the payment of all accrued and unpaid interest and any
Additional Interest then due, the Corporation may elect to begin a new Extension
Period, subject to the requirements of the Subordinated Indenture. No interest
shall be due and payable during an Extension Period, except at the end thereof.
The Corporation shall give the Property Trustee, the Regular Trustees and the
Trustee notice of its election to begin any such Extension Period at least one
Business Day prior to the earlier of (y) the next Distribution Date relating to
the Preferred Securities or (z) the date the Regular Trustees are required to
give notice of the record date or the Distribution Date relating to the
Preferred Securities to the New York Stock Exchange or other applicable
self-regulatory organization or to holders of such Preferred Securities. The
Trustee shall promptly give notice of the Corporation's election to begin any
such Extension Period to the Holders of the Outstanding Series B Securities.

     Payment of the principal of (and premium, if any) and any such interest on
this Series B Security will be made at the office or agency of the Corporation
maintained for that purpose in the City of New York, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of
the Corporation payment of interest may be made by check mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register or by wire transfer at such place and to such account at a banking
institution in the United States as may be designated in writing to the Trustee
at least sixteen (16) days prior to the date for payment by the Person entitled
thereto.

<PAGE>

     Reference is hereby made to the further provisions of this Series B
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Series B
Security shall not be entitled to any benefit under the Subordinated Indenture
or be valid or obligatory for any purpose.



<PAGE>


     IN WITNESS WHEREOF, the Corporation has caused this instrument to be duly
executed under its corporate seal.


Dated at Date of Authentication:                EDISON INTERNATIONAL


                                                By:       Mary C. Simpson
                                                    Name: Mary C. Simpson
                                                    Title:Assistant Treasurer


Attest:


Kenneth S. Stewart
Kenneth S. Stewart


     This is one of the Series B Securities referred to in the within mentioned
Subordinated Indenture.


Dated:  October 29, 1999
                            THE CHASE MANHATTAN BANK,
                            as Trustee


                            By: Alfia Monastra
                                Alfia Monastra
                                Authorized Signatory




<PAGE>




     This Series B Security is one of a duly authorized issue of securities of
the Corporation, issued and to be issued in one or more series under the
Subordinated Indenture, dated as of July 26, 1999, as amended (herein called the
"Subordinated Indenture"), among the Corporation and The Chase Manhattan Bank,
as Trustee (herein called the "Trustee", which term includes any successor
trustee under the Subordinated Indenture), to which Subordinated Indenture
(including all indentures supplemental thereto) reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Trustee, the Corporation and the Holders of the Series B
Securities, and of the terms upon which the Series B Securities are, and are to
be, authenticated and delivered. This Series B Security is one of the series
designated on the face hereof, limited in aggregate principal amount to
$355,670,200.

     All terms used in this Series B Security that are defined in the
Subordinated Indenture or in the Amended and Restated Trust Agreement, dated as
of October 29, 1999 (the "Trust Agreement"), for EIX Trust II among the
Corporation, as Depositor, and the Property Trustee and the other trustees named
therein, shall have the meanings assigned to them in the Subordinated Indenture
or the Trust Agreement, as the case may be.

     The Corporation may at any time, at its option, on or after October 29,
2004, and subject to the terms and conditions of Article XI of the Subordinated
Indenture, redeem this Series B Security in whole at any time or in part from
time to time, without premium or penalty, at a redemption price equal to 100% of
the principal amount hereof plus accrued and unpaid interest, including
Additional Interest, if any, to the Redemption Date.

     Upon the occurrence and continuance of a Special Event in respect of EIX
Trust II, the Corporation may, at its option, at any time within 90 days of the
occurrence of such Special Event, redeem this Series B Security, in whole but
not in part, subject to the provisions of the Subordinated Indenture, at a
redemption price equal to 100% of the principal amount thereof plus accrued and
unpaid interest, including Additional Interest, if any, to the Redemption Date.

     The Subordinated Indenture contains provisions for satisfaction, discharge
and defeasance at any time of the entire indebtedness of this Series B Security
upon compliance by the Corporation with certain conditions set forth in the
Subordinated Indenture.

     If an Event of Default with respect to the Series B Securities shall occur
and be continuing, the principal of the Series B Securities may be declared due
and payable in the manner and with the effect provided in the Subordinated
Indenture.

     The indebtedness evidenced by this Series B Security is, to the extent
provided in the Subordinated Indenture, subordinate and subject in right of
payment to the prior payment in full of all Senior Indebtedness of the
Corporation, and this Series B Security is issued subject to the provisions of
the Subordinated Indenture with respect thereto. Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such actions as may be
necessary or appropriate to effectuate the subordination so provided and (c)
appoints the Trustee his attorney-in-fact for any and all such purposes. Each
Holder hereof, by his acceptance hereof, waives all notice of the acceptance of
the subordination provisions contained herein and in the Subordinated Indenture
by each holder of Senior Indebtedness of the Corporation, whether now
outstanding or hereafter incurred, and waives reliance by each such holder upon
said provisions.

<PAGE>

     The Subordinated Indenture permits, with certain exceptions as therein
provided, the Corporation and the Trustee at any time to enter into a
supplemental indenture or indentures for the purpose of modifying in any manner
the rights and obligations of the Corporation and of the Holders of the Series B
Securities, with the consent of the Holders of a majority in principal amount of
the Outstanding Securities of each series to be affected by such supplemental
indenture. The Subordinated Indenture also contains provisions permitting
Holders of specified percentages in principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Corporation with certain provisions of
the Subordinated Indenture and certain past defaults under the Subordinated
Indenture and their consequences. Any such consent or waiver by the Holder of
this Series B Security shall be conclusive and binding upon such Holder and upon
all future Holders of this Series B Security and of any Series B Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Series B Security.

     As provided in and subject to the provisions of the Subordinated Indenture,
if an Event of Default with respect to Series B Securities at the time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding Series B
Securities may declare the principal amount of all the Series B Securities to be
due and payable immediately, by a notice in writing to the Corporation (and to
the Trustee if given by Holders), provided that, if upon an Event of Default,
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Series B Securities fail to declare the principal of all the Series
B Securities to be immediately due and payable, the holders of at least 25% in
aggregate Liquidation Amount of the Preferred Securities then outstanding shall
have such right by a notice in writing to the Corporation and the Trustee; and
upon any such declaration the principal amount of and the accrued interest
(including any Additional Interest) on all the Series B Securities shall become
immediately due and payable, provided that the payment of principal and interest
(including any Additional Interest) on such Series B Securities shall remain
subordinated to the extent provided in the Subordinated Indenture.

     No reference herein to the Subordinated Indenture and no provision of this
Series B Security or of the Subordinated Indenture shall alter or impair the
obligation of the Corporation, which is absolute and unconditional, to pay the
principal and interest on this Series B Security at the times, place and rate,
and in the coin or currency, herein prescribed.

     As provided in the Subordinated Indenture and subject to certain
limitations therein set forth, the transfer of this Series B Security is
registrable in the Securities Register, upon surrender of this Series B Security
for registration of transfer at the office or agency of the Corporation in any
place where the principal of and any premium and interest on this Series B
Security are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Corporation and the Security Registrar
duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Series B Securities, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

<PAGE>

     The Series B Securities are issuable only in registered form without
coupons in denominations of $25 and any integral multiple thereof. As provided
in the Subordinated Indenture and subject to certain limitations therein set
forth, the Series B Securities are exchangeable for a like aggregate principal
amount of Series B Securities and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Corporation may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Series B Security for registration of
transfer, the Corporation, the Trustee and any agent of the Corporation or the
Trustee may treat the Person in whose name this Series B Security is registered
as the owner hereof for all purposes, whether or not this Series B Security be
overdue, and neither the Corporation, the Trustee nor any such agent shall be
affected by notice to the contrary.

     The Corporation and, by its acceptance of this Series B Security or a
beneficial interest therein, the Holder of, and any Person that acquires a
beneficial interest in, this Series B Security agree that for United States
federal, state and local tax purposes it is intended that this Series B Security
constitute indebtedness.

     The Series B Securities shall be governed by and construed in accordance
with the laws of the State of California, except that the rights, duties,
indemnities and immunities of the Trustee shall be governed by the laws of the
State of New York.



<PAGE>


                              EDISON INTERNATIONAL

                  8.60% Subordinated Deferrable Interest Notes,

                                    Series B

No. 002                                                        $25,773,200
-------

CUSIP No. 281020 AC 1

     EDISON INTERNATIONAL, a corporation organized and existing under the laws
of the State of California (hereinafter called the "Corporation," which term
includes any successor Person under the Subordinated Indenture hereinafter
referred to), for value received, hereby promises to pay to The Chase Manhattan
Bank, as Property Trustee of EIX Trust II, or registered assigns, the principal
sum of up to $25,773,200 Dollars on October 29, 2029. The Corporation further
promises to pay interest on said principal sum from October 29, 1999 or from the
most recent Interest Payment Date on which interest has been paid or duly
provided for, quarterly (subject to deferral as set forth herein) in arrears on
November 30, February 28, May 31 and August 31 of each year (each such date, an
"Interest Payment Date"), commencing November 30, 1999, at the rate of 8.60% per
annum, until the principal hereof shall have become due and payable, plus
Additional Interest, if any, until the principal hereof is paid or duly provided
for or made available for payment and on any overdue principal and (without
duplication and to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at the rate of 8.60% per
annum, compounded quarterly. The amount of interest payable for any period will
be computed on the basis of twelve 30-day months and a 360-day year. The amount
of interest payable for any partial period shall be computed on the basis of the
actual number of elapsed days based on a 360-day year of twelve 30-day months.
In the event that any date on which interest is payable on this Series B
Security is not a Business Day, then a payment of the interest payable on such
date will be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on the date the payment was originally payable.
A "Business Day" shall mean any day other than (i) a Saturday or Sunday, (ii) a
day on which banking institutions in the City of New York or Los Angeles,
California, are authorized or obligated by law or executive order to remain
closed or (iii) a day on which the Corporate Trust Office of the Trustee is
closed for business. The interest installment so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in the
Subordinated Indenture, be paid to the Person in whose name this Series B
Security (or one or more Predecessor Securities is registered at the close of
business on the Regular Record Date for such interest installment. Any such
interest installment not so punctually paid or duly provided for shall forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Series B Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Series B Securities not
less than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Series B Securities may be listed or traded, and upon such
notice as may be required by such exchange, all as more fully provided in said
Subordinated Indenture.

<PAGE>

     So long as no Event of Default shall have occurred and be continuing, the
Corporation shall have the right, at any time during the term of the Series B
Securities, from time to time, to defer the payment of interest on the Series B
Securities for up to 20 consecutive quarters with respect to each deferred
period (each, an "Extension Period"), during which Extension Periods the
Corporation shall have the right to make partial payments of interest on any
Interest Payment Date. No Extension Period shall (i) end on a date other than an
Interest Payment Date or (ii) extend beyond the Stated Maturity of the principal
of the Series B Securities (as shortened or extended pursuant to the
Subordinated Indenture). At the end of any such Extension Period the Corporation
shall pay all interest then accrued and unpaid on the Series B Securities
(together with Additional Interest thereon, if any, at the annual rate of 8.60%,
compounded quarterly, to the extent permitted by applicable law). During any
Extension Period, the Corporation shall not (a) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any of its capital stock, (b) make any payment of principal of
or interest or premium, if any, on or repay, repurchase or redeem, any debt
security issued by it that ranks pari passu with or junior in interest to the
Series B Securities or (c) make any guarantee payments with respect to any
guaranty by the Corporation that by its terms rank pari passu with or junior in
interest to the Series B Securities; provided, however, that the Corporation may
(1) declare dividends in, or make distributions in, shares of its common stock,
(2) purchase its common stock if related to the issuance of its common stock
under any of the Corporation's benefit plans for its directors, officers or
employees, or (3) declare dividends in connection with any stockholder's rights
plan, issue its stock under such plan or repurchase any rights distributed
pursuant to such plan. Prior to the termination of any Extension Period, the
Corporation may further extend the interest payment period. Notwithstanding any
provision of the Subordinated Indenture to the contrary, no Extension Period (as
so extended) shall exceed 20 consecutive quarters or extend beyond the Stated
Maturity of the Series B Securities. Upon termination of any such Extension
Period and upon the payment of all accrued and unpaid interest and any
Additional Interest then due, the Corporation may elect to begin a new Extension
Period, subject to the requirements of the Subordinated Indenture. No interest
shall be due and payable during an Extension Period, except at the end thereof.
The Corporation shall give the Property Trustee, the Regular Trustees and the
Trustee notice of its election to begin any such Extension Period at least one
Business Day prior to the earlier of (y) the next Distribution Date relating to
the Preferred Securities or (z) the date the Regular Trustees are required to
give notice of the record date or the Distribution Date relating to the
Preferred Securities to the New York Stock Exchange or other applicable
self-regulatory organization or to holders of such Preferred Securities. The
Trustee shall promptly give notice of the Corporation's election to begin any
such Extension Period to the Holders of the Outstanding Series B Securities.

     Payment of the principal of (and premium, if any) and any such interest on
this Series B Security will be made at the office or agency of the Corporation
maintained for that purpose in the City of New York, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of
the Corporation payment of interest may be made by check mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register or by wire transfer at such place and to such account at a banking
institution in the United States as may be designated in writing to the Trustee
at least sixteen (16) days prior to the date for payment by the Person entitled
thereto.

<PAGE>

     Reference is hereby made to the further provisions of this Series B
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Series B
Security shall not be entitled to any benefit under the Subordinated Indenture
or be valid or obligatory for any purpose.



<PAGE>


     IN WITNESS WHEREOF, the Corporation has caused this instrument to be duly
executed under its corporate seal.


Dated at Date of Authentication:             EDISON INTERNATIONAL


                                             By:    Mary C. Simpson
                                                    Name: Mary C. Simpson
                                                    Title:  Assistant Treasurer


Attest:


Kenneth S. Stewart
Kenneth S. Stewart


     This is one of the Series B Securities referred to in the within mentioned
Subordinated Indenture.


Dated:  October 29, 1999
                            THE CHASE MANHATTAN BANK,
                            as Trustee


                            By: Alfia Monastra
                                Alfia Monastra
                            Authorized Signatory




<PAGE>




     This Series B Security is one of a duly authorized issue of securities of
the Corporation, issued and to be issued in one or more series under the
Subordinated Indenture, dated as of July 26, 1999, as amended (herein called the
"Subordinated Indenture"), among the Corporation and The Chase Manhattan Bank,
as Trustee (herein called the "Trustee", which term includes any successor
trustee under the Subordinated Indenture), to which Subordinated Indenture
(including all indentures supplemental thereto) reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Trustee, the Corporation and the Holders of the Series B
Securities, and of the terms upon which the Series B Securities are, and are to
be, authenticated and delivered. This Series B Security is one of the series
designated on the face hereof, limited in aggregate principal amount to
$355,670,200.

     All terms used in this Series B Security that are defined in the
Subordinated Indenture or in the Amended and Restated Trust Agreement, dated as
of October 29, 1999 (the "Trust Agreement"), for EIX Trust II among the
Corporation, as Depositor, and the Property Trustee and the other trustees named
therein, shall have the meanings assigned to them in the Subordinated Indenture
or the Trust Agreement, as the case may be.

     The Corporation may at any time, at its option, on or after October 29,
2004, and subject to the terms and conditions of Article XI of the Subordinated
Indenture, redeem this Series B Security in whole at any time or in part from
time to time, without premium or penalty, at a redemption price equal to 100% of
the principal amount hereof plus accrued and unpaid interest, including
Additional Interest, if any, to the Redemption Date.

     Upon the occurrence and continuance of a Special Event in respect of EIX
Trust II, the Corporation may, at its option, at any time within 90 days of the
occurrence of such Special Event, redeem this Series B Security, in whole but
not in part, subject to the provisions of the Subordinated Indenture, at a
redemption price equal to 100% of the principal amount thereof plus accrued and
unpaid interest, including Additional Interest, if any, to the Redemption Date.

     The Subordinated Indenture contains provisions for satisfaction, discharge
and defeasance at any time of the entire indebtedness of this Series B Security
upon compliance by the Corporation with certain conditions set forth in the
Subordinated Indenture.

     If an Event of Default with respect to the Series B Securities shall occur
and be continuing, the principal of the Series B Securities may be declared due
and payable in the manner and with the effect provided in the Subordinated
Indenture.

     The indebtedness evidenced by this Series B Security is, to the extent
provided in the Subordinated Indenture, subordinate and subject in right of
payment to the prior payment in full of all Senior Indebtedness of the
Corporation, and this Series B Security is issued subject to the provisions of
the Subordinated Indenture with respect thereto. Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such actions as may be
necessary or appropriate to effectuate the subordination so provided and (c)
appoints the Trustee his attorney-in-fact for any and all such purposes. Each
Holder hereof, by his acceptance hereof, waives all notice of the acceptance of
the subordination provisions contained herein and in the Subordinated Indenture
by each holder of Senior Indebtedness of the Corporation, whether now
outstanding or hereafter incurred, and waives reliance by each such holder upon
said provisions.

<PAGE>

     The Subordinated Indenture permits, with certain exceptions as therein
provided, the Corporation and the Trustee at any time to enter into a
supplemental indenture or indentures for the purpose of modifying in any manner
the rights and obligations of the Corporation and of the Holders of the Series B
Securities, with the consent of the Holders of a majority in principal amount of
the Outstanding Securities of each series to be affected by such supplemental
indenture. The Subordinated Indenture also contains provisions permitting
Holders of specified percentages in principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Corporation with certain provisions of
the Subordinated Indenture and certain past defaults under the Subordinated
Indenture and their consequences. Any such consent or waiver by the Holder of
this Series B Security shall be conclusive and binding upon such Holder and upon
all future Holders of this Series B Security and of any Series B Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Series B Security.

     As provided in and subject to the provisions of the Subordinated Indenture,
if an Event of Default with respect to Series B Securities at the time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding Series B
Securities may declare the principal amount of all the Series B Securities to be
due and payable immediately, by a notice in writing to the Corporation (and to
the Trustee if given by Holders), provided that, if upon an Event of Default,
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Series B Securities fail to declare the principal of all the Series
B Securities to be immediately due and payable, the holders of at least 25% in
aggregate Liquidation Amount of the Preferred Securities then outstanding shall
have such right by a notice in writing to the Corporation and the Trustee; and
upon any such declaration the principal amount of and the accrued interest
(including any Additional Interest) on all the Series B Securities shall become
immediately due and payable, provided that the payment of principal and interest
(including any Additional Interest) on such Series B Securities shall remain
subordinated to the extent provided in the Subordinated Indenture.

     No reference herein to the Subordinated Indenture and no provision of this
Series B Security or of the Subordinated Indenture shall alter or impair the
obligation of the Corporation, which is absolute and unconditional, to pay the
principal and interest on this Series B Security at the times, place and rate,
and in the coin or currency, herein prescribed.

     As provided in the Subordinated Indenture and subject to certain
limitations therein set forth, the transfer of this Series B Security is
registrable in the Securities Register, upon surrender of this Series B Security
for registration of transfer at the office or agency of the Corporation in any
place where the principal of and any premium and interest on this Series B
Security are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Corporation and the Security Registrar
duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Series B Securities, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

<PAGE>

     The Series B Securities are issuable only in registered form without
coupons in denominations of $25 and any integral multiple thereof. As provided
in the Subordinated Indenture and subject to certain limitations therein set
forth, the Series B Securities are exchangeable for a like aggregate principal
amount of Series B Securities and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Corporation may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Series B Security for registration of
transfer, the Corporation, the Trustee and any agent of the Corporation or the
Trustee may treat the Person in whose name this Series B Security is registered
as the owner hereof for all purposes, whether or not this Series B Security be
overdue, and neither the Corporation, the Trustee nor any such agent shall be
affected by notice to the contrary.

     The Corporation and, by its acceptance of this Series B Security or a
beneficial interest therein, the Holder of, and any Person that acquires a
beneficial interest in, this Series B Security agree that for United States
federal, state and local tax purposes it is intended that this Series B Security
constitute indebtedness.

     The Series B Securities shall be governed by and construed in accordance
with the laws of the State of California, except that the rights, duties,
indemnities and immunities of the Trustee shall be governed by the laws of the
State of New York.




     THIS PREFERRED SECURITIES CERTIFICATE IS A BOOK-ENTRY PREFERRED SECURITIES
CERTIFICATE WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY")
OR A NOMINEE OF THE DEPOSITARY. THIS PREFERRED SECURITIES CERTIFICATE IS
EXCHANGEABLE FOR PREFERRED SECURITIES CERTIFICATES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, EXCEPT IN
LIMITED CIRCUMSTANCES.

     UNLESS THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK) TO EIX TRUST II OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PREFERRED
SECURITIES CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

CERTIFICATE NUMBER                      NUMBER OF PREFERRED SECURITIES
         P-1                                       8,000,000

                                        CUSIP NO.            26853P 20 6

                   CERTIFICATE EVIDENCING PREFERRED SECURITIES
                                       OF


                                  EIX TRUST II


        8.60% CUMULATIVE QUARTERLY INCOME PREFERRED SECURITIES, SERIES B
                 (LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY)

     EIX Trust II, a statutory business trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that CEDE & CO. (the "Holder")
is the registered owner of the number set forth above of preferred securities of
the Trust representing an undivided beneficial interest in the assets of the
Trust and designated the EIX Trust II 8.60% Cumulative Quarterly Income
Preferred Securities, Series B (liquidation amount $25 per Preferred Security)
(the "Preferred Securities"). The Preferred Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in Section 5.4 of the Trust Agreement (as defined below). The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Preferred Securities are set forth in, and this certificate
and the Preferred Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust dated as of October 29, 1999, as the same may be
amended from time to time (the "Trust Agreement") including the designation of
the terms of Preferred Securities as set forth therein. The Holder is entitled
to the benefits of the Guarantee Agreement dated as of October 29, 1999 between
Edison International, a California corporation, and The Chase Manhattan Bank, as
guarantee trustee (as the same may be amended from time to time, the
"Guarantee"), to the extent provided therein. The Trust will furnish a copy of
the Trust Agreement and the Guarantee to the Holder without charge upon written
request to the Trust at its principal place of business or registered office.

<PAGE>

     Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

     IN WITNESS WHEREOF, one of the Regular Trustees of the Trust has executed
this certificate this 29th day of October, 1999.

                                           EIX TRUST II


                                           By:      Mary C. Simpson
                                           Name:    Mary C. Simpson
                                           Title:   Regular Trustee

<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security to:

------------------------------------------------------------------------------
------------------------------------------------------------------------------
        (Insert assignee's social security or tax identification number)

------------------------------------------------------------------------------
                    (Insert address and zip code of assignee)

and irrevocably appoints

------------------------------------------------------------------------------
agent to transfer this Preferred Securities Certificate on the books of the
Trust. The agent may substitute another to act for him or her.

Date: ________________

Signature:
______________________________________________________________________________
(Sign exactly as your name appears on the other side of this Preferred
Securities Certificate)

     The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
SEC Rule 17Ad-15.


<PAGE>


     THIS PREFERRED SECURITIES CERTIFICATE IS A BOOK-ENTRY PREFERRED SECURITIES
CERTIFICATE WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY")
OR A NOMINEE OF THE DEPOSITARY. THIS PREFERRED SECURITIES CERTIFICATE IS
EXCHANGEABLE FOR PREFERRED SECURITIES CERTIFICATES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, EXCEPT IN
LIMITED CIRCUMSTANCES.

     UNLESS THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK) TO EIX TRUST II OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PREFERRED
SECURITIES CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

CERTIFICATE NUMBER                            NUMBER OF PREFERRED SECURITIES
         P-2                                               4,000,000

                                              CUSIP NO.   26853P 20 6

                   CERTIFICATE EVIDENCING PREFERRED SECURITIES
                                       OF

                                  EIX TRUST II


        8.60% CUMULATIVE QUARTERLY INCOME PREFERRED SECURITIES, SERIES B
                 (LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY)

     EIX Trust II, a statutory business trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that CEDE & CO. (the "Holder")
is the registered owner of the number set forth above of preferred securities of
the Trust representing an undivided beneficial interest in the assets of the
Trust and designated the EIX Trust II 8.60% Cumulative Quarterly Income
Preferred Securities, Series B (liquidation amount $25 per Preferred Security)
(the "Preferred Securities"). The Preferred Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in Section 5.4 of the Trust Agreement (as defined below). The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Preferred Securities are set forth in, and this certificate
and the Preferred Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust dated as of October 29, 1999, as the same may be
amended from time to time (the "Trust Agreement") including the designation of
the terms of Preferred Securities as set forth therein. The Holder is entitled
to the benefits of the Guarantee Agreement dated as of October 29, 1999 between
Edison International, a California corporation, and The Chase Manhattan Bank, as
guarantee trustee (as the same may be amended from time to time, the
"Guarantee"), to the extent provided therein. The Trust will furnish a copy of
the Trust Agreement and the Guarantee to the Holder without charge upon written
request to the Trust at its principal place of business or registered office.

<PAGE>

     Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

     IN WITNESS WHEREOF, one of the Regular Trustees of the Trust has executed
this certificate this 29th day of October, 1999.

                                                     EIX TRUST II


                                                     By:      Mary C. Simpson
                                                     Name:    Mary C. Simpson
                                                     Title:   Regular Trustee


<PAGE>


                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security to:

------------------------------------------------------------------------------
------------------------------------------------------------------------------
        (Insert assignee's social security or tax identification number)

------------------------------------------------------------------------------
                    (Insert address and zip code of assignee)

and irrevocably appoints

------------------------------------------------------------------------------
agent to transfer this Preferred Securities Certificate on the books of
the Trust. The agent may substitute another to act for him or her.

Date: ________________

Signature:
______________________________________________________________________________
(Sign exactly as your name appears on the other side of this
Preferred Securities Certificate)

     The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
SEC Rule 17Ad-15.


<PAGE>


     THIS PREFERRED SECURITIES CERTIFICATE IS A BOOK-ENTRY PREFERRED SECURITIES
CERTIFICATE WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY")
OR A NOMINEE OF THE DEPOSITARY. THIS PREFERRED SECURITIES CERTIFICATE IS
EXCHANGEABLE FOR PREFERRED SECURITIES CERTIFICATES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, EXCEPT IN
LIMITED CIRCUMSTANCES.

     UNLESS THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK) TO EIX TRUST II OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PREFERRED
SECURITIES CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

CERTIFICATE NUMBER                          NUMBER OF PREFERRED SECURITIES
         P-3                                            1,000,000

                                            CUSIP NO.      26853P 20 6

                   CERTIFICATE EVIDENCING PREFERRED SECURITIES
                                       OF


                                  EIX TRUST II


        8.60% CUMULATIVE QUARTERLY INCOME PREFERRED SECURITIES, SERIES B
                 (LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY)

     EIX Trust II, a statutory business trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that CEDE & CO. (the "Holder")
is the registered owner of the number set forth above of preferred securities of
the Trust representing an undivided beneficial interest in the assets of the
Trust and designated the EIX Trust II 8.60% Cumulative Quarterly Income
Preferred Securities, Series B (liquidation amount $25 per Preferred Security)
(the "Preferred Securities"). The Preferred Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in Section 5.4 of the Trust Agreement (as defined below). The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Preferred Securities are set forth in, and this certificate
and the Preferred Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust dated as of October 29, 1999, as the same may be
amended from time to time (the "Trust Agreement") including the designation of
the terms of Preferred Securities as set forth therein. The Holder is entitled
to the benefits of the Guarantee Agreement dated as of October 29, 1999 between
Edison International, a California corporation, and The Chase Manhattan Bank, as
guarantee trustee (as the same may be amended from time to time, the
"Guarantee"), to the extent provided therein. The Trust will furnish a copy of
the Trust Agreement and the Guarantee to the Holder without charge upon written
request to the Trust at its principal place of business or registered office.


<PAGE>

     Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

     IN WITNESS WHEREOF, one of the Regular Trustees of the Trust has executed
this certificate this 29th day of October, 1999.

                                              EIX TRUST II


                                              By:      Mary C. Simpson
                                              Name:    Mary C. Simpson
                                              Title:   Regular Trustee


<PAGE>


                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security to:

------------------------------------------------------------------------------
------------------------------------------------------------------------------
        (Insert assignee's social security or tax identification number)

------------------------------------------------------------------------------
                    (Insert address and zip code of assignee)

and irrevocably appoints

------------------------------------------------------------------------------
agent to transfer this Preferred Securities Certificate on the books of the
Trust. The agent may substitute another to act for him or her.

Date: ________________

Signature:
______________________________________________________________________________
(Sign exactly as your name appears on the other side of this
Preferred Securities Certificate)

     The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
SEC Rule 17Ad-15.




                      THIS CERTIFICATE IS NOT TRANSFERABLE
                     EXCEPT IN CERTAIN LIMITED CIRCUMSTANCES
                        SET FORTH IN THE TRUST AGREEMENT
                               (AS DEFINED BELOW).

CERTIFICATE NUMBER                                 NUMBER OF COMMON SECURITIES
         C-1                                                371,136


                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF

                                  EIX TRUST II

                        8.60% COMMON SECURITIES, SERIES B
                  (LIQUIDATION AMOUNT $25 PER COMMON SECURITY)

     EIX Trust II, a statutory business trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that EDISON INTERNATIONAL (the
"Holder") is the registered owner of the number set forth above of common
securities of the Trust representing beneficial interests of the Trust and
designated the 8.60% Common Securities (liquidation amount $25 per Common
Security) (the "Common Securities"). Except as provided in Section 5.10 of the
Trust Agreement (as defined below), the Common Securities are not transferable
and any attempted transfer hereof shall be void. The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Common Securities are set forth in, and this certificate and the Common
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust dated as of October 29, 1999, as the same may be amended from time to time
(the "Trust Agreement"), including the designation of the terms of Common
Securities as set forth therein. The Trust will furnish a copy of the Trust
Agreement to the Holder without charge upon written request to the Trust at its
principal place of business or registered office.

     Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

     IN WITNESS WHEREOF, one of the Regular Trustees of the Trust has executed
this certificate this 29th day of October, 1999.

                                  EIX TRUST II


                                  By:      Mary C. Simpson
                                  Name:    Mary C. Simpson
                                  Title:   Regular Trustee

<PAGE>


                      THIS CERTIFICATE IS NOT TRANSFERABLE
                     EXCEPT IN CERTAIN LIMITED CIRCUMSTANCES
                        SET FORTH IN THE TRUST AGREEMENT
                               (AS DEFINED BELOW).

CERTIFICATE NUMBER                           NUMBER OF COMMON SECURITIES
         C-2                                           30,928


                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF

                                  EIX TRUST II

                        8.60% COMMON SECURITIES, SERIES B
                  (LIQUIDATION AMOUNT $25 PER COMMON SECURITY)

     EIX Trust II, a statutory business trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that EDISON INTERNATIONAL (the
"Holder") is the registered owner of the number set forth above of common
securities of the Trust representing beneficial interests of the Trust and
designated the 8.60% Common Securities (liquidation amount $25 per Common
Security) (the "Common Securities"). Except as provided in Section 5.10 of the
Trust Agreement (as defined below), the Common Securities are not transferable
and any attempted transfer hereof shall be void. The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Common Securities are set forth in, and this certificate and the Common
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust dated as of October 29, 1999, as the same may be amended from time to time
(the "Trust Agreement"), including the designation of the terms of Common
Securities as set forth therein. The Trust will furnish a copy of the Trust
Agreement to the Holder without charge upon written request to the Trust at its
principal place of business or registered office.

     Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

     IN WITNESS WHEREOF, one of the Regular Trustees of the Trust has executed
this certificate this 29th day of October, 1999.

                                  EIX TRUST II


                                  By:      Mary C. Simpson
                                  Name:    Mary C. Simpson
                                  Title:   Regular Trustee
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{"company-data": {"conformed-name": "EDISON INTERNATIONAL", "cik": "0000827052", "assigned-sic": "4911", "irs-number": "954137452", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09936", "film-number": "99740040"}, "business-address": {"street1": "2244 WALNUT GROVE AVE, STE 374", "street2": "P O BOX 800", "city": "ROSEMEAD", "state": "CA", "zip": "91770", "phone": "6263022222"}, "former-company": {"former-conformed-name": "SCECORP", "date-changed": "19920703"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): October 29, 1999

                              EDISON INTERNATIONAL
             (Exact name of registrant as specified in its charter)

           CALIFORNIA                  001-9936                95-4137452
 (State or other jurisdiction of   (Commission file         (I.R.S. employer
 incorporation of organization)         number)            identification no.)

                            2244 Walnut Grove Avenue
                                 (P.O. Box 800)
                           Rosemead, California 91770
          (Address of principal executive offices, including zip code)

                                  626-302-2222
              (Registrant's telephone number, including area code)
Items 1 through 4, 6, 8 and 9 are not included because they are inapplicable.

Item 5.  Other Events

     On October 29, 1999, EIX Trust II issued and delivered $325,000,000 in
liquidation amount of its 8.60% Cumulative Quarterly Income Preferred
Securities, Series B, which are guaranteed by Edison International to the extent
set forth in the Prospectus and Prospectus Supplement with respect thereto dated
July 21, 1999 and October 22, 1999, respectively. For further information
concerning these securities, refer to the exhibits contained in this Current
Report on Form 8-K.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(a)      Not applicable

(b)      Not applicable

(c)      Exhibits

Exhibit
Number                              Description
---------                           -----------

1.1       Pricing Agreement dated October 22, 1999

4.1       Supplemental Indenture No. 2 dated as of October 29, 1999

4.2       Amended and Restated Trust Agreement dated as of October 29, 1999

4.3       Guarantee Agreement dated as of October 29, 1999

4.4       8.60% Subordinated Deferrable Interest Note, Series B

4.5       8.60 % Cumulative Quarterly Income Preferred Securities, Series B

4.6       8.60% Common Securities

10.1      Note Purchase Agreement dated as of October 29, 1999

10.2      Agreement as to Expenses and Liabilities dated as of October 29, 1999
SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                     EDISON INTERNATIONAL
                                         (Registrant)

                                      KENNETH S. STEWART
                               ---------------------------------
                                      KENNETH S. STEWART
                                   Assistant General Counsel

November 3, 1999

                                Pricing Agreement

Goldman, Sachs & Co.
A.G. Edwards & Sons, Inc.
Lehman Brothers Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. Incorporated
PaineWebber Incorporated
Prudential Securities Incorporated
Salomon Smith Barney Inc.
   As Representatives of the several
     Underwriters named in Schedule I hereto
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York  10004

                                                   October 22, 1999
Ladies and Gentlemen:

         EIX Trust II, a statutory  business  trust formed under the laws of the
State  of  Delaware  (the  "Designated  Trust"),  and  Edison  International,  a
California  corporation  (the  "Company"),  propose,  subject  to the  terms and
conditions stated herein and in the Underwriting Agreement,  dated July 21, 1999
(the "Underwriting  Agreement"),  to issue and sell to the Underwriters named in
Schedule I hereto (the  "Underwriters") the Securities  specified in Schedule II
hereto (the "Designated Securities" consisting of Firm Designated Securities and
any Optional Designated Securities the Underwriters may elect to purchase).  The
principal  asset of the  Designated  Trust  consists of debt  securities  of the
Company  ("Subordinated  Debentures"),  as  specified  in  Schedule  II to  this
Agreement.  The Designated  Securities  will be guaranteed by the Company to the
extent set forth in this  Agreement with respect to such  Designated  Securities
(the  "Guarantee").  Each of the  provisions  of the  Underwriting  Agreement is
incorporated  herein by reference in its  entirety,  and shall be deemed to be a
part of this  Agreement  to the same extent as if such  provisions  had been set
forth in full herein; and each of the  representations  and warranties set forth
therein  shall be deemed to have been made at and as of the date of this Pricing
Agreement,  except that each  representation  and  warranty  which refers to the
Prospectus in Section 2 of the  Underwriting  Agreement  shall be deemed to be a
representation  or  warranty  as of the date of the  Underwriting  Agreement  in
relation to the Prospectus (as therein defined),  and also a representation  and
warranty as of the date of this Pricing  Agreement in relation to the Prospectus
as amended or supplemented  relating to the Designated  Securities which are the
subject of this Pricing Agreement.  Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein,  terms defined
in  the  Underwriting   Agreement  are  used  herein  as  therein  defined.  The
Representatives designated to act on behalf of the Representatives and on behalf
of each of the Underwriters of the Designated  Securities pursuant to Section 12
of the Underwriting Agreement and the address of the Representatives referred to
in such Section 12 are set forth at the end of Schedule II hereto.

                                       1
An  amendment to the  Registration  Statement,  or a supplement  to the
Prospectus,  as the case may be, relating to the Designated  Securities,  in the
form  heretofore  delivered  to  you  is  now  proposed  to be  filed  with  the
Commission.

         Subject  to the  terms  and  conditions  set  forth  herein  and in the
Underwriting  Agreement  incorporated  herein by reference,  (a) the  Designated
Trust  agrees  to issue  and sell to each of the  Underwriters,  and each of the
Underwriters agrees,  severally and not jointly, to purchase from the Designated
Trust, at the time and place and at the purchase price to the  Underwriters  set
forth in Schedule II hereto, the number of Firm Designated  Securities set forth
opposite the name of such Underwriter in Schedule I hereto, and (b) in the event
and to the extent that the Underwriters  shall exercise the election to purchase
Optional Designated  Securities,  as provided below, the Designated Trust agrees
to issue  and  sell to each of the  Underwriters,  and each of the  Underwriters
agrees,  severally and not jointly, to purchase from the Designated Trust at the
purchase price to the  Underwriters set forth in Schedule II hereto that portion
of the number of Optional Designated  Securities as to which such election shall
have been exercised.

         The  Designated  Trust hereby  grants to each of the  Underwriters  the
right to  purchase at their  election  up to the number of  Optional  Designated
Securities set forth opposite the name of such  Underwriter in Schedule I hereto
on the terms referred to in the paragraph above for the sole purpose of covering
over-allotments in the sale of the Firm Designated Securities. Any such election
to purchase  Optional  Designated  Securities may be exercised by written notice
from the  Representatives to the Designated Trust and the Company given within a
period of 30 calendar  days after the date of this  Pricing  Agreement,  setting
forth the aggregate number of Optional Designated Securities to be purchased and
the date on which such Optional  Designated  Securities are to be delivered,  as
determined by the  Representatives,  but in no event earlier than the First Time
of Delivery or, unless the  Representatives  and the Company and the  Designated
Trust otherwise agree in writing, no earlier than ten or later than ten business
days after the date of such notice.

                                       2
If the foregoing is in accordance with your understanding,  please sign
and return to us 10 counterparts  hereof,  and upon acceptance hereof by you, on
behalf of each of the  Underwriters,  this  letter and such  acceptance  hereof,
including the provisions of the Underwriting  Agreement  incorporated  herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Designated Trust and the Company.  It is understood that your acceptance
of this letter on behalf of each of the  Underwriters  is or will be pursuant to
the authority set forth in a form of Agreement among  Underwriters,  the form of
which shall be submitted to the Designated Trust and the Company for examination
upon request,  but without warranty on the part of the Representatives as to the
authority of the signers thereof.

                                      Very truly yours,

                                      EDISON INTERNATIONAL

                                      By:    Mary C. Simpson
                                      Name:  Mary C. Simpson
                                      Title: Assistant Treasurer

                                      EIX TRUST II
                                      By:  Edison International, as Depositor

                                      By:    Mary C. Simpson
                                      Name:  Mary C. Simpson
                                      Title: Assistant Treasurer

Accepted as of the date hereof:

GOLDMAN, SACHS & CO.
A.G. EDWARDS & SONS, INC.
LEHMAN BROTHERS INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
MORGAN STANLEY & CO. INCORPORATED
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
SALOMON SMITH BARNEY INC.
   As Representatives of the several Underwriters

By:  GOLDMAN, SACHS & CO.

By:  GOLDMAN, SACHS & CO.

                                       3
SCHEDULE I

                                              Number of       Maximum Number of
                                           Firm Designated   Optional Designated
                                              Securities      Securities Which
                        Underwriter        to be Purchased     May be Purchased
                        -----------        ---------------   ------------------

 Goldman, Sachs & Co. ............................1,080,000......    162,000
 A.G. Edwards & Sons, Inc. .......................1,060,000......    159,000
 Lehman Brothers Inc. ............................1,060,000......    159,000
 Merrill Lynch, Pierce, Fenner & Smith
             Incorporated.........................1,060,000......    159,000
 Morgan Stanley & Co. Incorporated................1,060,000......    159,000
 PaineWebber Incorporated.........................1,060,000......    159,000
 Prudential Securities Incorporated...............1,060,000......    159,000
 Salomon Smith Barney Inc. .......................1,060,000......    159,000
 ABN AMRO Incorporated .............................140,000......     21,000
 Banc of America Securities LLC.....................140,000......     21,000
 Bear, Stearns & Co. Inc............................140,000......     21,000
 CIBC World Markets Corp............................140,000......     21,000
 Deutsche Bank Securities Inc.......................140,000......     21,000
 Donaldson, Lufkin & Jenrette
   Securities Corporation...........................140,000......     21,000
 First Union Securities, Inc. ......................140,000......     21,000
 J.P. Morgan Securities Inc.........................140,000......     21,000
 Charles Schwab & Co., Inc..........................140,000......     21,000
 SG Cowen Securities Corporation....................140,000......     21,000
 Advest, Inc.........................................70,000......     10,500
 Robert W. Baird & Co. Incorporated..................70,000......     10,500
 Blaylock & Partners, L.P. ..........................70,000......     10,500
 J.C. Bradford & Co..................................70,000......     10,500
 BB&T Capital Markets,
   A Div of Scott & Stringfellow, Inc. ..............70,000......     10,500
 Crowell, Weedon & Co ...............................70,000           10,500
  Dain Rauscher Wessels
   a division of Dain Rauscher Incorporated..........70,000......     10,500
 Fahnestock & Co. Inc................................70,000......     10,500
 Fifth Third Securities, Inc.........................70,000......     10,500
 First Albany Corporation............................70,000......     10,500
 Gruntal & Co., L.L.C................................70,000......     10,500
 J.J.B. Hilliard, W.L. Lyons, Inc. ..................70,000           10,500
 Janney Montgomery Scott Inc.........................70,000......     10,500
 Legg Mason Wood Walker, Incorporated................70,000......     10,500
 McDonald Investments Inc.,
   A Keycorp Company ................................70,000......     10,500
 McGinn, Smith & Co., Inc............................70,000......     10,500
 Morgan Keegan & Company, Inc. ......................70,000......     10,500
 Muriel Siebert & Co., Inc. .........................70,000......     10,500
 Olde Discount Corporation...........................70,000......     10,500
 Parker/Hunter Incorporated..........................70,000......     10,500
 Raymond James & Associates, Inc.....................70,000......     10,500
 The Robinson-Humphrey Company, LLC..................70,000......     10,500
 Sutro & Co. Incorporated............................70,000......     10,500
 TD Securities (USA) Inc. ...........................70,000......     10,500
 Tucker Anthony Cleary Gull..........................70,000......     10,500
 U.S. Bancorp Piper Jaffray Inc. ....................70,000......     10,500
 Utendahl Capital Partners, L.P. ....................70,000......     10,500
 Wachovia Securities, Inc............................70,000......     10,500
 Wedbush Morgan Securities Inc.......................70,000......     10,500
 The Williams Capital Group, L.P. ...................70,000......     10,500
                                                -------------------------------

                   Total.........................12,000,000........1,800,000
                                                 ==========        =========
SCHEDULE II

Designated Trust:

       EIX Trust II

Title of Designated Securities:

     8.60% Cumulative Quarterly Income Preferred Securities, Series B (QUIPSSM)
     (Liquidation Amount $25 per Preferred Security)

Aggregate liquidation amount:

     Firm Designated Securities:          $300,000,000
     Optional Designated Securities:        up to $45,000,000

Price to public:

     100% of the liquidation amount of the Designated Securities

Purchase price to Underwriters:

     100% of the liquidation amount of the Designated Securities

Underwriters' compensation:

       As compensation to the Underwriters for their commitments hereunder,  and
       in view of the fact  that  the  proceeds  of the  sale of the  Designated
       Securities  will  be  used  by  the  Designated  Trust  to  purchase  the
       Subordinated  Debentures of the Company, the Company hereby agrees to pay
       at each Time of Delivery to the Representatives,  for the accounts of the
       several Underwriters,  an amount equal to $0.7875 per Designated Security
       for the Designated Securities to be delivered at each Time of Delivery.

Specified funds for payment of purchase price:

       Federal (same day) Funds

Accountants' letter to be delivered on date of Pricing Agreement:

       Yes

Trust Agreement:

       Amended and Restated Trust  Agreement  dated as of October 29, 1999 among
       the Company, as Depositor, The Chase Manhattan Bank, as Property Trustee,
       Chase Manhattan Bank Delaware,  as Delaware Trustee, the Regular Trustees
       named therein and the several Holders of Trust Securities

Designated Guarantee:

       Guarantee  Agreement dated as of October 29, 1999 between the Company and
The Chase Manhattan Bank, as Trustee

Designated Subordinated Debentures:

       $309,278,400 aggregate principal amount ($355,670,200 aggregate principal
       amount,  if all of the Optional  Designated  Securities are purchased) of
       8.60% Subordinated  Deferrable  Interest Notes, Series B, due October 29,
       2029

Maturity:

       October 29, 2029 (subject to (i)  extension to a date not later than
       October 29, 2048 and (ii)  shortening to a date not earlier
       than October 29, 2014)

Interest rate:

       8.60% per annum

Interest payment dates:

       November 30,  February 28, May 31 and August 31 of each year,  commencing
       on November 30, 1999.

Extension period:

       20 quarters

Redemption provisions:

       Set forth in Section 4.2 of the Trust Agreement

Sinking fund provisions:

       No sinking fund provisions

Exchange for Designated Securities:

       The Subordinated Debentures may be delivered in exchange for the
       Designated Securities as provided in the Trust Agreement

Time of Delivery:

       10:00 a.m., New York City time
       October 29, 1999

Closing location for delivery of Designated Securities:

       Latham & Watkins
       633 West Fifth Street, Suite 4000
       Los Angeles, California  90071

Names and addresses of Representatives:

       Goldman, Sachs & Co.
       A.G. Edwards & Sons, Inc.
       Lehman Brothers Inc.
       Merrill Lynch, Pierce, Fenner & Smith Incorporated
       Morgan Stanley & Co. Incorporated
       PaineWebber Incorporated
       Prudential Securities Incorporated
       Salomon Smith Barney Inc.

       c/o Goldman, Sachs & Co.
       85 Broad Street
       New York, New York  10004

                              EDISON INTERNATIONAL
                                       TO
                            THE CHASE MANHATTAN BANK,
                                   AS TRUSTEE

                          SUPPLEMENTAL INDENTURE NO. 2

                          Dated as of October 29, 1999

                                  $355,670,200

                  8.60% Subordinated Deferrable Interest Notes,
                                    Series B
EDISON INTERNATIONAL

                                  $355,670,200

                  8.60% Subordinated Deferrable Interest Notes,
                                    Series B

                          SUPPLEMENTAL INDENTURE NO. 2

     SUPPLEMENTAL INDENTURE No. 2, dated as of October 29, 1999, between Edison
International, a California corporation (the "Corporation"), and The Chase
Manhattan Bank, a New York banking corporation, as Trustee (the "Trustee").

                                    RECITALS

     The Corporation and the Trustee have heretofore executed a Subordinated
Indenture, dated as of July 26, 1999 (the "Subordinated Indenture"), providing
for the issuance from time to time of series of the Corporation's Securities.

     Section 301 of the Subordinated Indenture provides for various matters with
respect to any series of Securities issued under the Subordinated Indenture to
be established in an indenture supplemental to the Subordinated Indenture.

     Section 901 of the Subordinated Indenture provides for the Corporation and
the Trustee to enter into an indenture supplemental to the Subordinated
Indenture to establish the form or terms of Securities of any series as provided
by Sections 201 or 301 of the Subordinated Indenture.

     For and in consideration of the premises and the issuance of the series of
Securities provided for herein, it is mutually covenanted and agreed, for the
equal and proportionate benefit of the Holders of the Securities of such series,
as follows:

                                    ARTICLE I

                       RELATION TO INDENTURE; DEFINITIONS

     Section 1.1 This Supplemental Indenture No. 2 constitutes an integral part
of the Subordinated Indenture.

     Section 1.2 For all purposes of this Supplemental Indenture No. 2, except
as otherwise expressly provided or unless the context otherwise requires:

                                       1
(1) capitalized terms used herein without definition shall have the
meanings specified in the Subordinated Indenture or in the Trust Agreement, as
the case may be;

     (2) the terms defined in this Article have the meanings assigned to them in
this Article and include the plural as well as the singular;

     (3) all other terms used herein which are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to them
therein;

     (4) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles,
and, except as otherwise herein expressly provided, the term "generally accepted
accounting principles" with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally accepted in the
United States of America;

     (5) unless the context otherwise requires, any reference to an "Article" or
a "Section" refers to an Article or a Section, as the case may be, of this
Supplemental Indenture No. 2; and

     (6) the words "herein", "hereof', "hereunder" and other words of similar
import refer to this Supplemental Indenture No. 2 as a whole and not to any
particular Article, Section or other subdivision.

     "Additional Interest" means the interest, if any, that shall accrue on any
interest on the Series B Securities the payment of which has not been made on
the applicable Interest Payment Date and which shall accrue at the rate per
annum as specified in Section 2.5 hereof. Whenever in the Subordinated
Indenture, this Supplemental Indenture No. 2 or the Series B Securities there is
a reference in any context to the payment of interest on the Series B
Securities, such mention shall be deemed to include mention of the payments of
the Additional Interest to the extent that Additional Interest is payable on the
Series B Securities and express mention of the payment of Additional Interest
(if applicable) in any provisions hereof shall not be construed as excluding
Additional Interest in those provisions hereof where such express mention is not
made.

     "Additional Sums" shall have the meaning specified in Section 2.9 hereof.

     "Additional Taxes" means the sum of any additional taxes, duties and other
governmental charges to which EIX Trust II has become subject from time to time
as a result of a Tax Event.

     "Allocable Amounts," when used with respect to any Senior Indebtedness,
means all amounts due or to become due on such Senior Indebtedness less, if
applicable, any amount which would have been paid to, and retained by, the
holders of such Senior Indebtedness (whether as a result of the receipt of
payments by the holders of such Senior Indebtedness from the Corporation or any
other obligor thereon or from any holders of, or trustee in respect of, other
indebtedness that is subordinate and junior in right of payment to such Senior

                                       2
Indebtedness pursuant to any provision of such indebtedness for the payment over
of amounts received on account of such indebtedness to the holders of such
Senior Indebtedness or otherwise) but for the fact that such Senior Indebtedness
by its terms is subordinate or junior in right of payment to (or subject to a
requirement that amounts received on such Senior Indebtedness be paid over to
obligees on) trade accounts payable or accrued liabilities arising in the
ordinary course of business.

     "Extension Period" shall have the meaning specified in Section 2.6 hereof.

     "Indebtedness" means, with respect to any Person, whether recourse is to
all or a portion of the assets of such Person and whether or not contingent, (i)
every obligation of such Person for money borrowed; (ii) every obligation of
such Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person; (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business); (v) every capital lease obligation of such Person; (vi) all
indebtedness of such Person, whether incurred on or prior to the date of this
Supplemental Indenture No. 2 or thereafter incurred, for claims in respect of
derivative products, including interest rate, foreign exchange rate and
commodity forward contracts, options and swaps and similar arrangements; and
(vii) every obligation of the type referred to in clauses (i) through (vi) of
another Person and all dividends and operating lease payments of another Person
the payment of which, in either case, such Person has guaranteed or is
responsible or liable for, directly or indirectly, as obligor or otherwise.

     "Interest Payment Date" shall have the meaning specified in Section 2.5
hereof.

     "Investment Company Act Event" means that EIX Trust II shall have received
an Opinion of Counsel experienced in such matters to the effect that, as a
result of the occurrence of a change in law or regulation or a written change in
the interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority, there is more than an
insubstantial risk that EIX Trust II is or will be considered an "investment
company" that is required to be registered under the Investment Company Act of
1940, as amended, which change becomes effective on or after October 22, 1999.

     "junior securities" shall have the meaning specified in Section 3.15
hereof.

     "Moody's" means Moody's Investors Service, Inc.

     "Proceeding" shall have the meaning specified in Section 3.2 hereof.

     "Regular Record Date" means, for the interest payable on any Interest
Payment Date, (i) in the case of Series B Securities represented by one or more
Global Securities, the Business Day next preceding such Interest Payment Date
and (ii) in the case of Series B Securities not represented by one or more
Global Securities, the date which is fifteen days next preceding such Interest
Payment Date (whether or not a Business Day).

                                       3
"S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.

     "Senior Indebtedness" means, with respect to the Series B Securities, the
principal of (and premium, if any) and interest, if any (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Corporation, whether or not such claim for
post-petition interest is allowed in such proceeding), on Indebtedness of the
Corporation, whether incurred on or prior to the date of this Supplemental
Indenture No. 2 or thereafter incurred, unless, in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is provided
that such obligations are not superior in right of payment to the Series B
Securities or to other Indebtedness which is pari passu with, or subordinated
to, the Series B Securities; provided, however, that Senior Indebtedness shall
not include (a) any Indebtedness of the Corporation which, when incurred and
without respect to any election under Section 1111(b) of the Bankruptcy Reform
Act of 1978, was without recourse to the Corporation, (b) any Indebtedness of
the Corporation to any of its subsidiaries, (c) any Indebtedness of the
Corporation to any of its employee not incurred in the ordinary course of
business, or (d) any Series B Securities.

     "Series B Securities" shall have the meaning specified in Section 2.1
hereof.

     "Special Event" means an Investment Company Act Event or a Tax Event.

     "Subordinated Payment" shall have the meaning specified in Section 3.2
hereof.

     "Tax Event" means the receipt by EIX Trust II of an Opinion of Counsel
experienced in such matters to the effect that, as a result of any amendment to,
or change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein, or as a result of any official
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, whether or not such pronouncement or judicial decision is
issued to or in connection with a proceeding involving the Corporation or EIX
Trust II or is subject to review or appeal, which amendment or change is
effective or which pronouncement or decision is announced on or after October
22, 1999 there is more than an insubstantial risk that (i) EIX Trust II is, or
will be within 90 days of the date of such Opinion of Counsel, subject to United
States federal income tax with respect to income received or accrued on the
Series B Securities, (ii) interest payable by the Corporation or original issue
discount accruing on the Series B Securities is not, or within 90 days of the
date of such Opinion of Counsel, will not be, deductible by the Corporation, in
whole or in part, for United States federal income tax purposes or (iii) EIX
Trust II is, or will be within 90 days of the date of such Opinion of Counsel,
subject to more than a minimal amount of other taxes, duties or other
governmental charges.

     "Trust Agreement" means that certain Amended and Restated Trust Agreement,
dated as of October 29, 1999, among the Corporation, as Depositor, The Chase
Manhattan Bank, as Property Trustee, Chase Manhattan Bank Delaware, as Delaware
Trustee, and the Regular Trustees named therein.

                                       4
ARTICLE 2

                            THE SERIES OF SECURITIES

     Section 2.1 Title of the Series B Securities. There shall be a series of
Securities designated the "8.60% Subordinated Deferrable Interest Notes, Series
B" (the "Series B Securities").

     Section 2.2 Limitation on Aggregate Principal Amount; Date of Series B
Securities. The aggregate principal amount of the Series B Securities shall be
limited to $355,670,200. Each Series B Security shall be dated the date of its
authentication.

     Section 2.3 Principal Payment Date. Subject to Section 2.4 hereof, the
principal amount of the Series B Securities Outstanding (together with any
accrued and unpaid interest (including any Additional Interest) thereon) shall
be payable in a single installment on October 29, 2029.

     Section 2.4 Shortening or Extension of Stated Maturity. The Corporation
shall have the right to (a) shorten the Stated Maturity of the principal of the
Series B Securities at any time to any date not earlier than October 29, 2014,
and (b) extend the Stated Maturity of the principal of the Series B Securities
at any time at its election for one or more periods, but in no event to a date
later than October 29, 2048; provided that, any election by the Corporation to
extend the Stated Maturity of the principal of the Series B Securities pursuant
to clause (b) above and any extension pursuant to such election, in each case,
shall be effective only if (i) the Corporation is not in bankruptcy, otherwise
insolvent or in liquidation, (ii) the Corporation is not in default in the
payment of any interest or principal on the Series B Securities, (iii) EIX Trust
II is not in arrears on payments of Distributions on the Preferred Securities,
(iv) no deferred Distributions are accumulated on the Preferred Securities and
(v) the Series B Securities are rated not less than BBB- by S&P or Baa3 by
Moody's, or the equivalent by any successor nationally recognized statistical
rating organization. In the event the Corporation elects to shorten or extend
the Stated Maturity of the Series B Securities, it shall give notice to the
Trustee, no less than 30 and no more than 60 days prior to the effectiveness
thereof. The Trustee shall give notice of such shortening or extension to the
Holders promptly upon receipt.

     Section 2.5 Interest and Interest Rates. The rate of interest on each
Series B Security shall be 8.60% per annum, accruing from October 29, 1999 and,
subject to Section 2.6 hereof, interest shall be payable, quarterly in arrears,
on November 30, February 28, May 31 and August 31 of each year (each such date,
an "Interest Payment Date"), commencing November 30, 1999. The rate of any
Additional Interest that shall accrue on each Series B Security shall be the
same rate per annum. The amount of interest payable for any period shall be
computed on the basis of a 360-day year of twelve 30-day months. For any period
of less than a full month, interest payable shall reflect interest on the Series
B Securities computed on the basis of the actual number of elapsed days based on
a month of 30 days in a 360-day year. In the event that any date on which
interest is payable on a Series B Security is not a Business Day, then a payment

                                       5
of the interest payable on such date will be made on the next succeeding day
which is a Business Day (and without any interest or other payment in respect of
any such delay), except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on the date such
payment was originally payable. The interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name such Series B Security is registered in the Security
Register at the close of business on the Regular Record Date for such interest
installment. The interest so payable on any Series B Security which is not
punctually paid or duly provided for on any Interest Payment Date shall
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name such Series B Security is registered
in the Security Register at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Series B Securities not less than 10 days
prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Series B Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Subordinated
Indenture.

     Section 2.6 Extension of Interest Payment Period. (a) So long as no Event
of Default shall have occurred and be continuing, the Corporation shall have the
right, at any time during the term of the Series B Securities, from time to
time, to defer the payment of interest on the Series B Securities for up to 20
consecutive quarters with respect to each deferred period (each, an "Extension
Period"), during which Extension Periods the Corporation shall have the right to
make partial payments of interest on any Interest Payment Date. No Extension
Period shall (i) end on a date other than an Interest Payment Date or (ii)
extend beyond the Stated Maturity of the principal of the Series B Securities
(as shortened or extended pursuant to Section 2.4 hereof). At the end of any
such Extension Period the Corporation shall pay all interest then accrued and
unpaid on the Series B Securities (together with Additional Interest thereon, if
any, at the annual rate of 8.60%, compounded quarterly, to the extent permitted
by applicable law).

     (b) During any Extension Period, the Corporation shall not (i) declare or
pay any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock, (ii) make any
payment of principal of or interest or premium, if any, on or repay, repurchase
or redeem, any debt security issued by it that ranks pari passu with or junior
in interest to the Series B Securities or (iii) make any guarantee payments with
respect to any guaranty by the Corporation that by its terms rank pari passu
with or junior in interest to the Series B Securities; provided, however, that
the Corporation may (A) declare dividends in, or make distributions in, shares
of its common stock, (B) purchase its common stock if related to the issuance of
its common stock under any of the Corporation's benefit plans for its directors,
officers or employees, or (C) declare dividends in connection with any
stockholder's rights plan, issue its stock under such plan or repurchase any
rights distributed pursuant to such plan.

                                       6
(c) Prior to the termination of any Extension Period, the Corporation may
further extend the interest payment period. Notwithstanding any provision of
this Supplemental Indenture No. 2 or the Subordinated Indenture to the contrary,
no Extension Period (as so extended) shall exceed 20 consecutive quarters or
extend beyond the Stated Maturity of the Series B Securities. Upon termination
of any such Extension Period and upon the payment of all accrued and unpaid
interest and any Additional Interest then due, the Corporation may elect to
begin a new Extension Period, subject to the requirements of this Section 2.6.
No interest shall be due and payable during an Extension Period, except at the
end thereof.

     (d) The Corporation shall give the Property Trustee, the Regular Trustees
and the Trustee notice of its election to begin any such Extension Period at
least one Business Day prior to the earlier of (i) the next Distribution Date
relating to the Preferred Securities or (ii) the date the Regular Trustees are
required to give notice of the record date or the Distribution Date relating to
the Preferred Securities to the New York Stock Exchange or other applicable
self-regulatory organization or to holders of such Preferred Securities. The
Trustee shall promptly give notice of the Corporation's election to begin any
such Extension Period to the Holders of the Outstanding Series B Securities.

     Section 2.7 Place of Payment. The Place of Payment where the Series B
Securities may be presented or surrendered for payment, where the Series B
Securities may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Corporation in respect of the Series B
Securities and the Subordinated Indenture may be served shall be the Corporate
Trust Office of the Trustee.

     Section 2.8 Redemption. (a) At any time on or after October 29, 2004, the
Corporation may, at its option, subject to the terms and conditions of Article
XI of the Subordinated Indenture, redeem the Series B Securities in whole at any
time or in part from time to time, without premium or penalty, at a redemption
price equal to 100% of the principal amount thereof plus the accrued and unpaid
interest, including Additional Interest, if any, to the date fixed for
redemption; provided, however, that no partial redemption may occur during any
Extension Period; provided, further, that the Series B Securities shall be
subject to partial redemption only in the amount of $25 or integral multiples
thereof.

     (b) If a Special Event in respect of EIX Trust II shall occur and be
continuing, the Corporation may, at its option, redeem the Series B Securities
within 90 days of the occurrence of such Special Event, in whole but not in
part, subject to the provisions of Article XI of the Subordinated Indenture. The
redemption price for any Series B Security so redeemed shall be equal to 100% of
the principal amount thereof plus accrued and unpaid interest, including
Additional Interest, if any, to the date fixed for redemption.

     Section 2.9 Additional Sums. During the continuance of a Tax Event, if the
Corporation has not elected to redeem the Series B Securities pursuant to

                                       7
Section 2.8 hereof or terminate EIX Trust II pursuant to Section 9.2(b) of the
Trust Agreement, the Corporation shall pay to EIX Trust II (and its permitted
successors or assigns under the Trust Agreement) for so long as EIX Trust II (or
its permitted successor or assignee) is the registered holder of the Series B
Securities, such additional amounts as may be necessary in order that the amount
of Distributions (including any Additional Amounts (as defined in the Trust
Agreement)) then due and payable by EIX Trust II on the Preferred Securities and
the Common Securities that at any time remain outstanding in accordance with the
terms thereof shall not be reduced as a result of any Additional Taxes (the
"Additional Sums"). Whenever in the Subordinated Indenture, the Series B
Securities or this Supplemental Indenture No. 2 there is a reference in any
context to the payment of principal of, premium, if any, or interest on the
Series B Securities, such mention shall be deemed to include mention of the
payments of the Additional Sums provided for in this Section 2.9 to the extent
that, in such context, Additional Sums are, were or would be payable in respect
thereof pursuant to the provisions of this Section 2.9 and express mention of
the payment of Additional Sums (if applicable) in any provisions hereof shall
not be construed as excluding Additional Sums in those provisions hereof where
such express mention is not made; provided, however, that the deferral of the
payment of interest pursuant to Section 2.6 hereof or the Series B Securities
shall not defer the payment of any Additional Sums that may be due and payable.

     Section 2.10 Exchange. At any time, the Corporation may terminate EIX Trust
II and cause the Series B Securities to be distributed to Holders of the Trust
Securities in liquidation of EIX Trust II

     Section 2.11 Denomination. The Series B Securities shall be in registered
form without coupons and shall be issuable in denominations of $25 and integral
multiples thereof.

     Section 2.12 Currency. Principal and interest and other amounts payable on
the Series B Securities shall be payable in -------------------------- United
States dollars.

     Section 2.13 Form of Series B Securities. The Series B Securities shall be
substantially in the form attached as Exhibit A hereto.

     Section 2.14 Securities Registrar and Paying Agent; Unclaimed Amounts. The
Trustee shall initially serve as Security Registrar and Paying Agent. Any amount
paid to the Trustee or any Paying Agent, or held in trust by the Corporation,
for payments on any Series B Security, that remains unclaimed at the end of two
years after such amount is due will be repaid to the Corporation.

     Section 2.15 No Sinking Fund Obligations. The Corporation has no obligation
to redeem or purchase any Series B Securities pursuant to any sinking fund or
analogous requirement or upon the happening of a specified event or at the
option of a Holder thereof.

     Section 2.16 Additional Covenants. The Corporation covenants and agrees
with each Holder of Series B Securities that it shall not (a) declare or pay any

                                       8
dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any shares of its capital stock, (b) make
any payment of principal of or interest or premium, if any, on or repay,
repurchase or redeem any debt securities issued by it that rank pari passu with
or junior in interest to the Series B Securities or (c) make any guarantee
payments with respect to any guarantee by the Corporation if such guarantee
ranks pari passu with or junior in interest to the Series B Securities, if at
such time, in each case, (i) there shall have occurred any event of which the
Corporation has actual knowledge that (A) with the giving of notice or the lapse
of time or both, would constitute an Event of Default with respect to the Series
B Securities and (B) in respect of which the Corporation has not taken
reasonable steps to cure, (ii) if the Series B Securities are held by EIX Trust
II, the Corporation shall be in default with respect to its payment of any
obligations under the Guarantee relating to the Preferred Securities or (iii)
the Corporation shall have given notice of its election to begin an Extension
Period with respect to the Series B Securities as provided herein and shall not
have rescinded such notice, or such Extension Period, or any extension thereof,
shall be continuing; provided, however, that the Corporation may (1) declare
dividends in, or make distributions in, shares of its common stock, (2) purchase
its common stock if related to the issuance of its common stock under any of the
Corporation's benefit plans for its directors, officers or employees, (3)
declare dividends in connection with any stockholder's rights plan, issue its
stock under such plan or repurchase any rights distributed pursuant to such plan
or (4) make payments under the Guarantee relating to the Preferred Securities.

     The Corporation also covenants with each Holder of Series B Securities
issued to EIX Trust II (i) to maintain directly or indirectly 100% ownership of
the common securities of EIX Trust II; provided, however, that any permitted
successor of the Corporation hereunder or under the Subordinated Indenture may
succeed to the Corporation's ownership of such common securities, (ii) not to
voluntarily terminate, wind-up or liquidate EIX Trust II, except (a) in
connection with a distribution of the Series B Securities to the holders of
Preferred Securities in liquidation of EIX Trust II or (b) in connection with
certain mergers, consolidations or amalgamations permitted by the Trust
Agreement and (iii) to use its reasonable efforts, consistent with the terms and
provisions of the Trust Agreement, to cause EIX Trust II to remain classified as
a grantor trust and not an association taxable as a corporation for United
States federal income tax purposes.

     Section 2.17 Consolidation, Merger, Conveyance, Transfer or Lease. In
addition to the requirements set forth in Section 801 of the Subordinated
Indenture, the Corporation shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, and no Person shall consolidate with or merge into
the Corporation or convey, transfer or lease its properties and assets
substantially as an entirety to the Corporation, unless (a) in case the
Corporation shall consolidate with or merge into another Person or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, the corporation formed by such consolidation or into which the
Corporation is merged or the Person which acquires by conveyance or transfer, or
which leases, the properties and assets of the Corporation substantially as an
entirety shall expressly assume, by an indenture supplemental to the

                                       9
Subordinated Indenture, executed and delivered to the Trustee, in form
satisfactory to the Trustee, all obligations of the Corporation under (i) the
Guarantee relating to the Preferred Securities and (ii) the Expense Agreement
and (b) such consolidation, merger, conveyance, transfer or lease is permitted
under the Trust Agreement and the Guarantee relating to the Preferred Securities
and does not give rise to any breach or violation of the Trust Agreement or the
Guarantee relating to the Preferred Securities.

     Section 2.18 Supplemental Indentures With Consent of Holders.
Notwithstanding anything to the contrary in Article IX of the Subordinated
Indenture, so long as any of the Preferred Securities remains outstanding, (a)
without the prior consent of the Holders of a majority aggregate Liquidation
Amount of the Preferred Securities then outstanding unless and until the
principal (and premium, if any) of the Series B Securities and all accrued and,
subject to Section 307 of the Subordinated Indenture, unpaid interest (including
any Additional Interest) thereon have been paid in full (i) no supplemental
indenture shall be made that adversely affects the Holders of the Preferred
Securities in any material respect, (ii) no termination of the Subordinated
Indenture shall occur, and (iii) no waiver of any Event of Default or compliance
with any covenant under the Subordinated Indenture shall be effective, and (b)
no amendment shall be made to Article 3 of this Supplemental Indenture No. 2
that would impair the rights of the Holders of Preferred Securities provided
therein without the prior consent of the Holders of each Preferred Security then
outstanding unless and until the principal (and premium, if any) of the Series B
Securities and all accrued and, subject to Section 307 of the Subordinated
Indenture, unpaid interest (including any Additional Interest) thereon have been
paid in full.

     Section 2.19 Certain Rights of Holders of Preferred Securities.
Notwithstanding anything to the contrary in the Subordinated Indenture, in the
case of the Series B Securities, so long as any of the Preferred Securities
remains outstanding:

     (a) if upon an Event of Default, the Trustee or the Holders of not less
than 25% in principal amount of the Outstanding Series B Securities fail to
declare the principal of all the Series B Securities to be immediately due and
payable, the Holders of at least 25% in aggregate Liquidation Amount of the
Preferred Securities then outstanding shall have such right by a notice in
writing to the Corporation and the Trustee; and upon any such declaration such
principal amount (or specified portion thereof) of and the accrued interest
(including any Additional Interest) on all the Series B Securities shall become
immediately due and payable; provided, however, that the payment of principal
and interest (including any Additional Interest) on the Series B Securities
shall remain subordinated to the extent provided in this Supplemental Indenture
No. 2 notwithstanding that such amount shall become immediately due and payable
as herein provided;

     (b) the Holders of not less than a majority in aggregate Liquidation Amount
of the Preferred Securities then outstanding shall also have the right to
rescind and annul any declaration of acceleration with respect to the Series B
Securities and its consequences by written notice to the Corporation and the
Trustee, subject to the satisfaction of the conditions set forth in Clauses (1)
and (2) of Section 502 of the Subordinated Indenture;

                                       10
(c) any Holder of the Preferred Securities shall have the right, upon the
occurrence of an Event of Default described in Section 501(1) or 501(2) of the
Subordinated Indenture, to institute a suit directly against the Corporation for
enforcement of payment to such Holder of principal of (premium, if any) and,
subject to Section 307 of the Subordinated Indenture, interest (including any
Additional Interest) on the Series B Securities having a principal amount equal
to the aggregate Liquidation Amount of such Preferred Securities held by such
Holder;

     (d) the Holders of the Preferred Securities shall have the rights afforded
to the Holders of the Series B Securities pursuant to Sections 509, 510 and 511
of the Subordinated Indenture; and

     (e) the Holders of not less than a majority in aggregate Liquidation Amount
of Preferred Securities may waive any past default under the Subordinated
Indenture and its consequences with respect to the Series B Securities, except
as specified in clauses (1) and (2) of Section 513 of the Subordinated Indenture
with respect to the Holders of not less than a majority in principal amount of
the Outstanding Series B Securities; any such waiver shall be deemed to be on
behalf of all Holders of Preferred Securities.

     Section 2.20 Agreed Tax Treatment. Each Series B Security shall provide
that the Corporation and, by its acceptance of a Series B Security or a
beneficial interest therein, the Holder of, and any Person that acquires a
beneficial interest in, such Series B Security agree that for United States
federal, state and local tax purposes it is intended that such Series B Security
constitute indebtedness.

                                    ARTICLE 3

                      SUBORDINATION OF SERIES B SECURITIES

     Section 3.1 Subordination. Notwithstanding anything to the contrary in the
Subordinated Indenture, the Corporation covenants and agrees, and each Holder of
a Series B Security, by its acceptance thereof likewise covenants and agrees,
that to the extent and in the manner hereinafter set forth in this Article 3,
the indebtedness represented by the Series B Securities and the payment of the
principal of and any premium and interest (including Additional Interest) on
each and all of the Series B Securities are subordinate in right of payment to
the prior payment in full of all Senior Indebtedness.

     Section 3.2 Payment Over of Proceeds Upon Dissolution, Etc. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, dissolution, winding up, arrangement, adjustment, composition or

                                       11
other judicial proceeding relative to the Corporation (each such event, if any,
herein sometimes referred to as a "Proceeding"), then the holders of Senior
Indebtedness of the Corporation shall be entitled to receive payment in full of
all Allocable Amounts of such Senior Indebtedness, or provision shall be made
for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Indebtedness of the Corporation before the
Holders of the Series B Securities are entitled to receive or retain any payment
or distribution of any kind or character, whether in cash, property or
securities (including any payment or distribution which may be payable or
deliverable by reason of the payment of any other Indebtedness of the
Corporation (including any Series B Securities), subordinated to the payment of
the Series B Securities, such payment or distribution being hereinafter referred
to as a "Subordinated Payment"), on account of principal of (or premium, if any)
or interest (including any Additional Interest) on the Series B Securities or on
account of the purchase or other acquisition of Series B Securities by the
Corporation and to that end the holders of Senior Indebtedness of the
Corporation shall be entitled to receive, for application to the payment
thereof, any payment or distribution of any kind or character, whether in cash,
property or securities, including any Subordinated Payment, which may be payable
or deliverable in respect of the Series B Securities in any such Proceeding.

     In the event that, notwithstanding the foregoing provisions of this Section
3.2, the Trustee or the Holder of any Series B Security shall have received any
payment or distribution of assets of the Corporation of any kind or character,
whether in cash, property or securities, including any Subordinated Payment,
before all Allocable Amounts of all Senior Indebtedness of the Corporation are
paid in full or payment thereof is provided for in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of Senior Indebtedness of the
Corporation, and if such fact shall, at or prior to the time of such payment or
distribution, have been made known to the Trustee or, as the case may be, such
Holder, then and in such event such payment or distribution shall be paid over
or delivered forthwith to the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee, agent or other Person making payment or
distribution of assets of the Corporation for application to the payment of all
Allocable Amounts of all Senior Indebtedness of the Corporation remaining
unpaid, to the extent necessary to pay all Allocable Amounts of all Senior
Indebtedness of the Corporation in full, after giving effect to any concurrent
payment or distribution to or for the holders of Senior Indebtedness of the
Corporation.

     For purposes of this Article only, the words "any payment or distribution
of any kind or character, whether in cash, property or securities" shall not be
deemed to include shares of stock of the Corporation, as reorganized or
readjusted, or securities of the Corporation or any other corporation provided
for by a plan of reorganization or readjustment which securities are
subordinated in right of payment to all then outstanding Senior Indebtedness of
the Corporation to substantially the same extent as the Series B Securities are
so subordinated as provided in this Article. The consolidation of the
Corporation with, or the merger of the Corporation into, another Person or the
liquidation or dissolution of the Corporation following the sale of all or
substantially all of its properties and assets as an entirety to another Person
upon the terms and conditions set forth in Section 2.17 hereof and the

                                       12
Subordinated Indenture shall not be deemed a Proceeding for the purposes of this
Section if the Person formed by such consolidation or into which the Corporation
is merged or the Person which acquires by sale such properties and assets as an
entirety, as the case may be, shall, as a part of such consolidation, merger, or
sale comply with the conditions set forth in Section 2.17 hereof and the
Subordinated Indenture.

     Section 3.3 Prior Payment to Senior Indebtedness Upon Acceleration of
Series B Securities. In the event that any Series B Securities are declared due
and payable before their Stated Maturity, then and in such event the holders of
the Senior Indebtedness of the Corporation outstanding at the time such Series B
Securities so become due and payable shall be entitled to receive payment in
full of all Allocable Amounts due on or in respect of such Senior Indebtedness
(including any amounts due upon acceleration), or provision shall be made for
such payment in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior Indebtedness of the Corporation, before the Holders of
the Series B Securities are entitled to receive any payment or distribution of
any kind or character, whether in cash, properties or securities (including any
Subordinated Payment) by the Corporation on account of the principal of (or
premium, if any) or interest (including any Additional Interest) on the Series B
Securities or on account of the purchase or other acquisition of Series B
Securities by the Corporation.

     In the event that, notwithstanding the foregoing, the Corporation shall
make any payment to the Trustee or the Holder of any Series B Security
prohibited by the foregoing provisions of this Section, and if such fact shall,
at or prior to the time of such payment, have been made known to the Trustee or,
as the case may be, such Holder, then and in such event such payment shall be
paid over and delivered forthwith to the Corporation.

     The provisions of this Section shall not apply to any payment with respect
to which Section 3.2 would be applicable.

     Section 3.4 No Payment When Senior Indebtedness in Default. (a) In the
event and during the continuation of any default in the payment of principal of
(or premium, if any) or interest on any Senior Indebtedness of the Corporation
or in the event that any event of default with respect to any Senior
Indebtedness of the Corporation shall have occurred and be continuing and shall
have resulted in such Senior Indebtedness becoming or being declared due and
payable prior to the date on which it would otherwise have become due and
payable, unless and until such event of default shall have been cured or waived
or shall have ceased to exist and such acceleration shall have been rescinded or
annulled, or (b) in the event any judicial proceeding shall be pending with
respect to any such default in payment or such event or default, then no payment
or distribution of any kind or character, whether in cash, properties or
securities (including any Subordinated Payment), shall be made by the
Corporation on account of principal of (or premium, if any) or interest
(including any Additional Interest), if any, on the Series B Securities or on
account of the purchase or other acquisition of the Series B Securities by the
Corporation, in each case unless and until all Allocable Amounts of such Senior
Indebtedness are paid in full.

                                       13
In the event that, notwithstanding the foregoing, the Corporation shall
make any payment to the Trustee or the Holder of any Series B Security
prohibited by the foregoing provisions of this Section, and if such fact shall,
at or prior to the time of such payment, have been made known to the Trustee or,
as the case may be, such Holder, then and in such event such payment shall be
paid over and delivered forthwith to the Corporation.

     The provisions of this Section shall not apply to any payment with respect
to which Section 3.2 would be applicable.

     Section 3.5 Payment Permitted If No Default. Nothing contained in this
Article or elsewhere in this Supplemental Indenture No. 2, the Subordinated
Indenture or in any Series B Security shall prevent (a) the Corporation at any
time except during the pendency of any Proceeding with respect to it referred to
in Section 3.2 or under the conditions described in Sections 3.3 and 3.4, from
making payments at any time of principal of (and premium, if any) or interest
(including Additional Interest) on the Series B Securities, or (b) the
application by the Trustee of any money deposited with it under this
Supplemental Indenture No. 2 or the Subordinated Indenture to the payment of or
on account of the principal of (and premium, if any) or interest (including any
Additional Interest) on the Series B Securities or the retention of such payment
by the Holders, if, at the time of such application by the Trustee, it did not
have knowledge that such payment would have been prohibited by the provisions of
this Article.

     Section 3.6 Subrogation to Rights of Holders of Senior Indebtedness.
Subject to the payment in full of all amounts due or to become due on all Senior
Indebtedness of the Corporation or the provision for such payment in cash or
cash equivalents or otherwise in a manner satisfactory to the holders of Senior
Indebtedness of the Corporation, the Holders of the Series B Securities shall be
subrogated to the extent of the payments or distributions made to the holders of
such Senior Indebtedness pursuant to the provisions of this Article (equally and
ratably with the holders of all indebtedness of the Corporation which by its
express terms is subordinated to Senior Indebtedness of the Corporation to
substantially the same extent as the Series B Securities are subordinated to the
Senior Indebtedness of the Corporation and is entitled to like rights of
subrogation by reason of any payments or distributions made to holders of such
Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to
receive payments and distributions of cash, property and securities applicable
to the Senior Indebtedness of the Corporation until the principal of (and
premium, if any) and interest on the Series B Securities shall be paid in full.
For purposes of such subrogation, no payments or distributions to the holders of
the Senior Indebtedness of the Corporation of any cash, property or securities
to which the Holders of the Series B Securities or the Trustee would be entitled
except for the provisions of this Article, and no payments over pursuant to the
provisions of this Article to the holders of Senior Indebtedness of the
Corporation by Holders of the Series B Securities or the Trustee, shall, as
among the Corporation, its creditors other than holders of its Senior
Indebtedness, and the Holders of the Series B Securities, be deemed to be a
payment or distribution by the Corporation to or on account of its Senior
Indebtedness.

                                       14
Section 3.7 Provisions Solely to Define Relative Rights. The provisions of
this Article are and are intended solely for the purpose of defining the
relative rights of the Holders of the Series B Securities on the one hand and
the holders of Senior Indebtedness of the Corporation on the other hand. Nothing
contained in this Article or elsewhere in this Supplemental Indenture No. 2, the
Subordinated Indenture or in the Series B Securities is intended to or shall (a)
impair, as between the Corporation and the Holders of the Series B Securities,
the obligation of the Corporation, which is absolute and unconditional, to pay
to the Holders of the Series B Securities the principal of (and premium, if any)
and interest (including any Additional Interest) on the Series B Securities as
and when the same shall become due and payable in accordance with their terms;
or (b) affect the relative rights against the Corporation of the Holders of the
Series B Securities and creditors of the Corporation other than their rights in
relation to the holders of Senior Indebtedness; or (c) prevent the Trustee or
the Holder of any Series B Security from exercising all remedies otherwise
permitted by applicable law upon default under the Subordinated Indenture
including, without limitation, filing and voting claims in any Proceeding with
respect to the Corporation, subject to the rights, if any, under this Article of
the holders of Senior Indebtedness with respect to the Corporation to receive
cash, property and securities otherwise payable or deliverable to the Trustee or
such Holder.

     Section 3.8 Trustee to Effectuate Subordination. Each Holder of a Series B
Security by his or her acceptance thereof authorizes and directs the Trustee on
his or her behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination provided in this Article and
appoints the Trustee his or her attorney-in-fact for any and all such purposes.

     Section 3.9 No Waiver of Subordination Provisions. No right of any present
or future holder of any Senior Indebtedness with respect to the Corporation to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the
Corporation or by any act or failure to act, in good faith, by any such holder,
or by any noncompliance by the Corporation with the terms, provisions and
covenants of this Supplemental Indenture No. 2, regardless of any knowledge
thereof that any such holder may have or be otherwise charged with.

     Without in any way limiting the generality of the immediately preceding
paragraph, the holders of Senior Indebtedness with respect to the Corporation
may, at any time and from to time, without the consent of or notice to the
Trustee or the Holders of the Series B Securities, without incurring
responsibility to the Holders of the Series B Securities and without impairing
or releasing the subordination provided in this Article or the obligations
hereunder of the Holders of the Series B Securities to the holders of such
Senior Indebtedness, do any one or more of the following: (i) change the manner,
place or terms of payment or extend the time of payment of, or renew or alter,
Senior Indebtedness with respect to the Corporation or otherwise amend or
supplement in any manner Senior Indebtedness with respect to the Corporation or
any instrument evidencing the same or any agreement under which Senior

                                       15
Indebtedness with respect to the Corporation is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Indebtedness with respect to the Corporation; (iii)
release any Person liable in any manner for the collection of Senior
Indebtedness with respect to the Corporation; and (iv) exercise or refrain from
exercising any rights against the Corporation and any other Person.

     Section 3.10 Notice to Trustee. The Corporation shall each give prompt
written notice to the Trustee of any fact known to it which would prohibit the
making of any payment to or by the Trustee in respect of the Series B
Securities. Notwithstanding the provisions of this Article or any other
provision of this Supplemental Indenture No. 2 or the Subordinated Indenture,
the Trustee shall not be charged with knowledge of the existence of any facts
which would prohibit the making of any payment to or by the Trustee in respect
of the Series B Securities, unless and until the Trustee shall have received
written notice thereof from the Corporation or a holder of Senior Indebtedness
thereof or from any trustee, agent or representative therefor; provided,
however, that if the Trustee shall not have received the notice provided for in
this Section at least two Business Days prior to the date upon which by the
terms hereof or under the Subordinated Indenture any monies may become payable
for any purpose (including, without limitation, the payment of the principal of
(and premium, if any) or interest (including any Additional Interest) on any
Series B Security), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such
monies and to apply the same to the purpose for which they were received and
shall not be affected by any notice to the contrary which may be received by it
within two Business Days prior to such date.

     Subject to the provisions of Section 601 of the Subordinated Indenture, the
Trustee shall be entitled to rely on the delivery to it of a written notice by a
Person representing himself to be a holder of Senior Indebtedness of the
Corporation (or a trustee therefor) to establish that such notice has been given
by a holder of Senior Indebtedness of the Corporation (or a trustee therefor).
In the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness of the Corporation to participate in any payment or distribution
pursuant to this Article, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness of the Corporation held by such Person, the extent to which
such Person is entitled to participate in such payment or distribution and any
other facts pertinent to the rights of such Person under this Article, and if
such evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

     Section 3.11 Reliance on Judicial Order or Certificate of Liquidating
Agent. Upon any payment or distribution of assets of the Corporation referred to
in this Article, the Trustee, subject to the provisions of Section 601 of the
Subordinated Indenture, and the Holders of the Series B Securities shall be
entitled to rely upon any order or decree entered by any court of competent
jurisdiction in which such Proceeding is pending, or a certificate of the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for

                                       16
the benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders of Securities, for the
purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness and other indebtedness of
the Corporation, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this
Article.

     Section 3.12 Trustee Not Fiduciary for Holders of Senior Indebtedness. The
Trustee, in its capacity as trustee under the Subordinated Indenture, shall not
be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the
Corporation and shall not be liable to any such holders if it shall in good
faith mistakenly pay over or distribute to Holders of the Series B Securities or
to the Corporation or to any other Person cash, property or securities to which
any holders of Senior Indebtedness of the Corporation shall be entitled by
virtue of this Article or otherwise.

     Section 3.13 Rights of Trustee as Holder of Senior Indebtedness;
Preservation of Trustee's Rights. The Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article with respect to any
Senior Indebtedness of the Corporation which may at any time be held by it, to
the same extent as any other holder of such Senior Indebtedness, and nothing in
this Supplemental Indenture No. 2 or the Subordinated Indenture shall deprive
the Trustee of any of its rights as such holder. Nothing in this Article shall
be construed to apply to claims of the Trustee or any predecessor Trustee under
Section 506 or 607 of the Subordinated Indenture.

     Section 3.14 Article Applicable to Paying Agents. In case at any time any
Paying Agent other than the Trustee shall have been appointed by the Corporation
and be then acting under this Supplemental Indenture No. 2 or the Subordinated
Indenture, the term "Trustee" as used in this Article shall in such case (unless
the context otherwise requires) be construed as extending to and including such
Paying Agent within its meaning as fully for all intents and purposes as if such
Paying Agent were named in this Article in addition to or in place of the
Trustee.

     Section 3.15 Certain Conversions or Exchanges Deemed Payment. For the
purposes of this Article only, (a) the issuance and delivery of junior
securities upon conversion or exchange of Series B Securities shall not be
deemed to constitute a payment or distribution on account of the principal of
(or premium, if any) or interest (including any Additional Interest) on Series B
Securities or on account of the purchase or other acquisition of Series B
Securities, and (b) the payment, issuance or delivery of cash, property or
securities (other than junior securities) upon conversion or exchange of a
Series B Security shall be deemed to constitute payment on account of the
principal of such Series B Security. For the purposes of this Section, the term
"junior securities" means (i) shares of any stock of any class of the
Corporation and (ii) securities of the Corporation which are subordinated in
right of payment to all Senior Indebtedness thereof which may be outstanding at
the time of issuance or delivery of such securities to substantially the same
extent as, or to a greater extent than, the Series B Securities are so
subordinated as provided in this Article.

                                       17
ARTICLE 4

                            MISCELLANEOUS PROVISIONS

     Section 4.1 The Subordinated Indenture, as supplemented and amended by this
Supplemental Indenture No. 2, is in all respects hereby adopted, ratified and
confirmed.

     Section 4.2 This Supplemental Indenture No. 2 may be executed in any number
of counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.

     Section 4.3 Nothing in this Supplemental Indenture No. 2, express or
implied, shall give to any Person, other than the parties hereto and their
successors and assigns, the holders of Senior Indebtedness of the Corporation,
the Holders of the Series B Securities and, to the extent expressly provided
herein, the Holders of the Preferred Securities, any benefit or legal or
equitable right, remedy or claim under this Supplemental Indenture No. 2 or the
Subordinated Indenture.

     Section 4.4 THIS SUPPLEMENTAL INDENTURE NO. 2 AND EACH SERIES B SECURITY
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF, EXCEPT THAT
THE RIGHTS, DUTIES, INDEMNITIES AND IMMUNITIES OF THE TRUSTEE SHALL BE GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK.

                                       18
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. 2 to be duly executed, as of the day and year first written above.

                                        EDISON INTERNATIONAL

                                        By:    Mary C. Simpson
                                        Name:  Mary C. Simpson
                                        Title: Assistant Treasurer

Attest:

Kenneth S. Stewart
Kenneth S. Stewart

                                        THE CHASE MANHATTAN BANK,
                                        as Trustee

                                        By:Alfia Monastra
                                           Alfia Monastra
                                           Authorized Signatory

                                       19
EXHIBIT A

                       [FORM OF FACE OF SERIES B SECURITY]

     [IF THE SERIES B SECURITY IS TO BE A GLOBAL SECURITY - This Series B
Security is a Global Security within the meaning of the Subordinated Indenture
hereinafter referred to and is registered in the name of The Depository Trust
Company (the "Depository") or a nominee of the Depository. This Series B
Security is exchangeable for Series B Securities registered in the name of a
person other than the Depository or its nominee only in the limited
circumstances described in the Subordinated Indenture and may not be transferred
except as a whole by the Depository to a nominee of the Depository or by a
nominee of the Depository to the Depository or another nominee of the
Depository.]

                              EDISON INTERNATIONAL

                  8.60% Subordinated Deferrable Interest Notes,

                                    Series B

No. ___________                                                             $
                                                         CUSIP No. 281020 AC 1

     EDISON INTERNATIONAL, a corporation organized and existing under the laws
of the State of California (hereinafter called the "Corporation," which term
includes any successor Person under the Subordinated Indenture hereinafter
referred to), for value received, hereby promises to pay to _______________, or
registered assigns, the principal sum of ___________ Dollars on October 29,
2029. The Corporation further promises to pay interest on said principal sum
from October 29, 1999 or from the most recent Interest Payment Date on which
interest has been paid or duly provided for, quarterly (subject to deferral as
set forth herein) in arrears on November 30, February 28, May 31 and August 31
of each year (each such date, an "Interest Payment Date"), commencing November
30, 1999, at the rate of 8.60% per annum, until the principal hereof shall have
become due and payable, plus Additional Interest, if any, until the principal
hereof is paid or duly provided for or made available for payment and on any
overdue principal and (without duplication and to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment of
interest at the rate of 8.60% per annum, compounded quarterly. The amount of
interest payable for any period will be computed on the basis of twelve 30-day
months and a 360-day year. The amount of interest payable for any partial period
shall be computed on the basis of the actual number of elapsed days based on a
360-day year of twelve 30-day months. In the event that any date on which
interest is payable on this Series B Security is not a Business Day, then a
payment of the interest payable on such date will be made on the next succeeding
day which is a Business Day (and without any interest or other payment in
respect of any such delay), except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on the date the payment was originally payable. A "Business Day" shall mean any
day other than (i) a Saturday or Sunday, (ii) a day on which banking
institutions in the City of New York or Los Angeles, California, are authorized
or obligated by law or executive order to remain closed or (iii) a day on which
the Corporate Trust Office of the Trustee is closed for business. The interest
installment so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Subordinated Indenture, be paid
to the Person in whose name this Series B Security (or one or more Predecessor
Securities is registered at the close of business on the Regular Record Date for
such interest installment. Any such interest installment not so punctually paid
or duly provided for shall forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Series B Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Series B Securities not less than 10 days prior to such Special Record Date, or
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Series B Securities may be
listed or traded, and upon such notice as may be required by such exchange, all
as more fully provided in said Subordinated Indenture.

     So long as no Event of Default shall have occurred and be continuing, the
Corporation shall have the right, at any time during the term of the Series B
Securities, from time to time, to defer the payment of interest on the Series B
Securities for up to 20 consecutive quarters with respect to each deferred
period (each, an "Extension Period"), during which Extension Periods the
Corporation shall have the right to make partial payments of interest on any
Interest Payment Date. No Extension Period shall (i) end on a date other than an
Interest Payment Date or (ii) extend beyond the Stated Maturity of the principal
of the Series B Securities (as shortened or extended pursuant to the
Subordinated Indenture). At the end of any such Extension Period the Corporation
shall pay all interest then accrued and unpaid on the Series B Securities
(together with Additional Interest thereon, if any, at the annual rate of 8.60%
compounded quarterly, to the extent permitted by applicable law). During any
Extension Period, the Corporation shall not (a) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any of its capital stock, (b) make any payment of principal of
or interest or premium, if any, on or repay, repurchase or redeem, any debt
security issued by it that ranks pari passu with or junior in interest to the
Series B Securities or (c) make any guarantee payments with respect to any
guaranty by the Corporation that by its terms rank pari passu with or junior in
interest to the Series B Securities; provided, however, that the Corporation may
(1) declare dividends in, or make distributions in, shares of its common stock,
(2) purchase its common stock if related to the issuance of its common stock
under any of the Corporation's benefit plans for its directors, officers or
employees, or (3) declare dividends in connection with any stockholder's rights
plan, issue its stock under such plan or repurchase any rights distributed
pursuant to such plan. Prior to the termination of any Extension Period, the
Corporation may further extend the interest payment period. Notwithstanding any
provision of the Subordinated Indenture to the contrary, no Extension Period (as
so extended) shall exceed 20 consecutive quarters or extend beyond the Stated
Maturity of the Series B Securities. Upon termination of any such Extension
Period and upon the payment of all accrued and unpaid interest and any
Additional Interest then due, the Corporation may elect to begin a new Extension
Period, subject to the requirements of the Subordinated Indenture. No interest
shall be due and payable during an Extension Period, except at the end thereof.
The Corporation shall give the Property Trustee, the Regular Trustees and the
Trustee notice of its election to begin any such Extension Period at least one
Business Day prior to the earlier of (y) the next Distribution Date relating to
the Preferred Securities or (z) the date the Regular Trustees are required to
give notice of the record date or the Distribution Date relating to the
Preferred Securities to the New York Stock Exchange or other applicable
self-regulatory organization or to holders of such Preferred Securities. The
Trustee shall promptly give notice of the Corporation's election to begin any
such Extension Period to the Holders of the Outstanding Series B Securities.

     Payment of the principal of (and premium, if any) and any such interest on
this Series B Security will be made at the office or agency of the Corporation
maintained for that purpose in the City of New York, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of
the Corporation payment of interest may be made by check mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register or by wire transfer at such place and to such account at a banking
institution in the United States as may be designated in writing to the Trustee
at least sixteen (16) days prior to the date for payment by the Person entitled
thereto.

     Reference is hereby made to the further provisions of this Series B
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Series B
Security shall not be entitled to any benefit under the Subordinated Indenture
or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Corporation has caused this instrument to be duly
executed under its corporate seal.

Dated at Date of Authentication:               EDISON INTERNATIONAL

                                               By:
                                                  ----------------------------
                                                  Name:
                                                  Title:
Attest:

--------------------------------------

This is one of the  Series B  Securities  referred  to in the  within  mentioned
Subordinated Indenture.

Dated:   October 29, 1999
                                                THE CHASE MANHATTAN BANK,
                                                as Trustee

                                                By:
                                                    ---------------------------
                                                     Authorized Signatory
[FORM OF REVERSE OF SERIES B SECURITY]

     This Series B Security is one of a duly authorized issue of securities of
the Corporation, issued and to be issued in one or more series under the
Subordinated Indenture, dated as of July 26, 1999, as amended (herein called the
"Subordinated Indenture"), among the Corporation and The Chase Manhattan Bank,
as Trustee (herein called the "Trustee", which term includes any successor
trustee under the Subordinated Indenture), to which Subordinated Indenture
(including all indentures supplemental thereto) reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Trustee, the Corporation and the Holders of the Series B
Securities, and of the terms upon which the Series B Securities are, and are to
be, authenticated and delivered. This Series B Security is one of the series
designated on the face hereof, limited in aggregate principal amount to
$355,670,200.

     All terms used in this Series B Security that are defined in the
Subordinated Indenture or in the Amended and Restated Trust Agreement, dated as
of October 29, 1999 (the "Trust Agreement"), for EIX Trust II among the
Corporation, as Depositor, and the Property Trustee and the other trustees named
therein, shall have the meanings assigned to them in the Subordinated Indenture
or the Trust Agreement, as the case may be.

     The Corporation may at any time, at its option, on or after October 29,
2004, and subject to the terms and conditions of Article XI of the Subordinated
Indenture, redeem this Series B Security in whole at any time or in part from
time to time, without premium or penalty, at a redemption price equal to 100% of
the principal amount hereof plus accrued and unpaid interest, including
Additional Interest, if any, to the Redemption Date.

     Upon the occurrence and continuance of a Special Event in respect of EIX
Trust II, the Corporation may, at its option, at any time within 90 days of the
occurrence of such Special Event, redeem this Series B Security, in whole but
not in part, subject to the provisions of the Subordinated Indenture, at a
redemption price equal to 100% of the principal amount thereof plus accrued and
unpaid interest, including Additional Interest, if any, to the Redemption Date.

     The Subordinated Indenture contains provisions for satisfaction, discharge
and defeasance at any time of the entire indebtedness of this Series B Security
upon compliance by the Corporation with certain conditions set forth in the
Subordinated Indenture.

     If an Event of Default with respect to the Series B Securities shall occur
and be continuing, the principal of the Series B Securities may be declared due
and payable in the manner and with the effect provided in the Subordinated
Indenture.

     The indebtedness evidenced by this Series B Security is, to the extent
provided in the Subordinated Indenture, subordinate and subject in right of
payment to the prior payment in full of all Senior Indebtedness of the
Corporation, and this Series B Security is issued subject to the provisions of
the Subordinated Indenture with respect thereto. Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such actions as may be
necessary or appropriate to effectuate the subordination so provided and (c)
appoints the Trustee his attorney-in-fact for any and all such purposes. Each
Holder hereof, by his acceptance hereof, waives all notice of the acceptance of
the subordination provisions contained herein and in the Subordinated Indenture
by each holder of Senior Indebtedness of the Corporation, whether now
outstanding or hereafter incurred, and waives reliance by each such holder upon
said provisions.

     The Subordinated Indenture permits, with certain exceptions as therein
provided, the Corporation and the Trustee at any time to enter into a
supplemental indenture or indentures for the purpose of modifying in any manner
the rights and obligations of the Corporation and of the Holders of the Series B
Securities, with the consent of the Holders of a majority in principal amount of
the Outstanding Securities of each series to be affected by such supplemental
indenture. The Subordinated Indenture also contains provisions permitting
Holders of specified percentages in principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Corporation with certain provisions of
the Subordinated Indenture and certain past defaults under the Subordinated
Indenture and their consequences. Any such consent or waiver by the Holder of
this Series B Security shall be conclusive and binding upon such Holder and upon
all future Holders of this Series B Security and of any Series B Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Series B Security.

     As provided in and subject to the provisions of the Subordinated Indenture,
if an Event of Default with respect to Series B Securities at the time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding Series B
Securities may declare the principal amount of all the Series B Securities to be
due and payable immediately, by a notice in writing to the Corporation (and to
the Trustee if given by Holders), provided that, if upon an Event of Default,
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Series B Securities fail to declare the principal of all the Series
B Securities to be immediately due and payable, the holders of at least 25% in
aggregate Liquidation Amount of the Preferred Securities then outstanding shall
have such right by a notice in writing to the Corporation and the Trustee; and
upon any such declaration the principal amount of and the accrued interest
(including any Additional Interest) on all the Series B Securities shall become
immediately due and payable, provided that the payment of principal and interest
(including any Additional Interest) on such Series B Securities shall remain
subordinated to the extent provided in the Subordinated Indenture.

     No reference herein to the Subordinated Indenture and no provision of this
Series B Security or of the Subordinated Indenture shall alter or impair the
obligation of the Corporation, which is absolute and unconditional, to pay the
principal and interest on this Series B Security at the times, place and rate,
and in the coin or currency, herein prescribed.

     As provided in the Subordinated Indenture and subject to certain
limitations therein set forth, the transfer of this Series B Security is
registrable in the Securities Register, upon surrender of this Series B Security
for registration of transfer at the office or agency of the Corporation in any
place where the principal of and any premium and interest on this Series B
Security are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Corporation and the Security Registrar
duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Series B Securities, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

     The Series B Securities are issuable only in registered form without
coupons in denominations of $25 and any integral multiple thereof. As provided
in the Subordinated Indenture and subject to certain limitations therein set
forth, the Series B Securities are exchangeable for a like aggregate principal
amount of Series B Securities and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Corporation may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Series B Security for registration of
transfer, the Corporation, the Trustee and any agent of the Corporation or the
Trustee may treat the Person in whose name this Series B Security is registered
as the owner hereof for all purposes, whether or not this Series B Security be
overdue, and neither the Corporation, the Trustee nor any such agent shall be
affected by notice to the contrary.

     The Corporation and, by its acceptance of this Series B Security or a
beneficial interest therein, the Holder of, and any Person that acquires a
beneficial interest in, this Series B Security agree that for United States
federal, state and local tax purposes it is intended that this Series B Security
constitute indebtedness.

     The Series B Securities shall be governed by and construed in accordance
with the laws of the State of California, except that the rights, duties,
indemnities and immunities of the Trustee shall be governed by the laws of the
State of New York.

                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                      among

                              EDISON INTERNATIONAL

                                  as Depositor,

                            THE CHASE MANHATTAN BANK,

                              as Property Trustee,

                         CHASE MANHATTAN BANK DELAWARE,

                              as Delaware Trustee,

                       THE REGULAR TRUSTEES NAMED HEREIN,

                                       and

                     THE SEVERAL HOLDERS, AS DEFINED HEREIN

                          Dated as of October 29, 1999

                                  EIX TRUST II
EIX TRUST II

              Certain Sections of this Trust Agreement relating to
                         Sections 310 through 318 of the
                          Trust Indenture Act of 1939:

Trust Indenture Act Section                                  Trust Agreement
---------------------------                                       Section
                                                             ------------------
(S) 310 (a)(1)            .................................. 8.7
          (a)(2)          .................................. 8.7
          (a)(3)          .................................. 8.9
          (a)(4)          .................................. 2.7(a)(ii)
          (b)             .................................. 8.8
(S) 311 (a)               .................................. 8.13
          (b)             .................................. 8.13
(S) 312 (a)               .................................. 5.7
          (b)             .................................. 5.7
          (c)             .................................. 5.7
(S) 313 (a)               .................................. 8.14(a)
          (a)(4)          .................................. 8.14(b)
          (b)             .................................. 8.14(b)
          (c)             .................................. 10.8
          (d)             .................................. 8.14(c)
(S) 314 (a)               .................................. 8.15
          (b)             .................................. Not Applicable
          (c)(1)          .................................. 8.16
          (c)(2)          .................................. 8.16
          (c)(3)          .................................. Not Applicable
          (d)             .................................. Not Applicable
          (e)             .................................. 1.1, 8.16
(S) 315 (a)               .................................. 8.1(a), 8.3(a)
          (b)             .................................. 8.2, 10.8
          (c)             .................................. 8.1(a)
          (d)             .................................. 8.1, 8.3
          (e)             .................................. Not Applicable
(S) 316 (a)               .................................. Not Applicable
          (a)(1)(A)       .................................. Not Applicable
          (a)(1)(B)       .................................. Not Applicable
          (a)(2)          .................................. Not Applicable
          (b)             .................................. 5.14
          (c)             .................................. 6.7
(S) 317 (a)(1)            .................................. Not Applicable
          (a)(2)          .................................. Not Applicable
          (b)             .................................. 5.9
(S) 318 (a)               .................................. 10.10

     Note: This reconciliation and tie sheet shall not, for any purpose, be
deemed to be a part of the Trust Agreement.
TABLE OF CONTENTS

ARTICLEI DEFINED TERMS                                                        1
SECTION 1.1.   Definitions....................................................1

ARTICLE II ESTABLISHMENT OF THE TRUST                                        10
SECTION 2.1.   Name..........................................................10

SECTION 2.2.   Office of the Delaware Trustee;
               Principal Place of Business...................................10

SECTION 2.3.   Organizational Expenses.......................................10

SECTION 2.4.   Issuance of the Preferred Securities..........................11

SECTION 2.5.   Issuance of the Common Securities; Subscription

               and Purchase of Notes.........................................11

SECTION 2.6.   Declaration of Trust..........................................12

SECTION 2.7.   Authorization to Enter into Certain Transactions..............12

SECTION 2.8.   Assets of Trust...............................................16

SECTION 2.9.   Title to Trust Property.......................................16

ARTICLE III PAYMENT ACCOUNT                                                  16
SECTION 3.1.   Payment Account...............................................16

ARTICLE IV DISTRIBUTIONS; REDEMPTION                                         16
SECTION 4.1.   Distributions.................................................16

SECTION 4.2.   Redemption....................................................17

SECTION 4.3.   Subordination of Common Securities............................20

SECTION 4.4.   Payment Procedures............................................20

SECTION 4.5.   Tax Returns and Reports.......................................21

SECTION 4.6.   Payment of Taxes, Duties, Etc. of the Trust...................21

SECTION 4.7.   Payments under Indenture or Pursuant to Direct Actions........21

ARTICLE V TRUST SECURITIES CERTIFICATES                                      21
SECTION 5.1.   Initial Ownership.............................................21

SECTION 5.2.   Trust Securities Certificates.................................21

SECTION 5.3.   Execution and Delivery of Trust Securities Certificates.......22
SECTION 5.4.   Registration of Transfer and Exchange of
               Preferred Securities Certificates.............................22

SECTION 5.5.   Mutilated, Destroyed, Lost or Stolen Trust
               Securities Certificates.......................................23

SECTION 5.6.   Persons Deemed Securityholders................................23

SECTION 5.7.   Access to List of Securityholders'Names and Addresses.........23

SECTION 5.8.   Maintenance of Office or Agency...............................24

SECTION 5.9.   Appointment of Paying Agent...................................24

SECTION 5.10.  Ownership of Common Securities by Depositor...................25

SECTION 5.11.  Book-Entry Preferred Securities Certificates;

               Common Securities Certificate.................................25

SECTION 5.12.  Notices to Clearing Agency....................................26

SECTION 5.13.  Definitive Preferred Securities Certificates..................26

SECTION 5.14.  Rights of Securityholders.....................................27

ARTICLE VI ACTS OF SECURITYHOLDERS; MEETINGS; VOTING                         29
SECTION 6.1.   Limitations on Voting Rights..................................29

SECTION 6.2.   Notice of Meetings............................................30

SECTION 6.3.   Meetings of Preferred Securityholders.........................30

SECTION 6.4.   Voting Rights.................................................30

SECTION 6.5.   Proxies, etc..................................................31

SECTION 6.6.   Securityholder Action by Written Consent......................31

SECTION 6.7.   Record Date for Voting and Other Purposes.....................31

SECTION 6.8.   Acts of Securityholders.......................................31

SECTION 6.9.   Inspection of Records.........................................32

ARTICLE VII REPRESENTATIONS AND WARRANTIES                                   33
SECTION 7.1.   Representations and Warranties of the Property
               Trustee and the Delaware Trustee..............................33

SECTION 7.2.   Representations and Warranties of Depositor...................33
ARTICLE VIII THE TRUSTEES                                                    34
SECTION 8.1.   Certain Duties and Responsibilities...........................34

SECTION 8.2.   Certain Notices...............................................35

SECTION 8.3.   Certain Rights of Property Trustee............................36

SECTION 8.4.   Not Responsible for Recitals or Issuance of Securities........38

SECTION 8.5.   May Hold Securities...........................................38

SECTION 8.6.   Compensation; Indemnity; Fees.................................38

SECTION 8.7.   Corporate Property Trustee Required; Eligibility of Trustees..39

SECTION 8.8.   Conflicting Interests.........................................40

SECTION 8.9.   Co-Trustees and Separate Trustee..............................40

SECTION 8.10.  Resignation and Removal; Appointment of Successor.............41

SECTION 8.11.  Acceptance of Appointment by Successor........................43

SECTION 8.12.  Merger, Conversion, Consolidation or Succession to Business...43

SECTION 8.13.  Preferential Collection of Claims Against Depositor or Trust..43

SECTION 8.14.  Reports by Property Trustee...................................44

SECTION 8.15.  Reports to the Property Trustee...............................45

SECTION 8.16.  Evidence of Compliance with Conditions Precedent..............45

SECTION 8.17.  Number of Trustees............................................45

SECTION 8.18.  Delegation of Power...........................................46

SECTION 8.19.  Delaware Trustee..............................................46

ARTICLE IX TERMINATION, LIQUIDATION AND MERGER                               46
SECTION 9.1.   Termination Upon Expiration Date..............................46

SECTION 9.2.   Early Termination.............................................46

SECTION 9.3.   Termination...................................................47

SECTION 9.4.   Liquidation...................................................47

SECTION 9.5.   Mergers, Consolidations, Amalgamations or

               Replacements of the Trust.....................................49
ARTICLE X MISCELLANEOUS PROVISIONS                                           50
SECTION 10.1.  Limitation of Rights of Securityholders.......................50

SECTION 10.2.  Amendment.....................................................50

SECTION 10.3.  Separability..................................................51

SECTION 10.4.  Governing Law.................................................51

SECTION 10.5.  Payments Due on Non-Business Day..............................51

SECTION 10.6.  Successors....................................................52

SECTION 10.7.  Headings......................................................52

SECTION 10.8.  Reports, Notices and Demands..................................52

SECTION 10.9.  Agreement Not to Petition.....................................53

SECTION 10.10. Trust Indenture Act; Conflict with Trust Indenture Act........53

SECTION 10.11. Acceptance of Terms of Trust Agreement,
               Guarantee and Indenture.......................................53
AMENDED AND RESTATED TRUST AGREEMENT, dated as of October 29, 1999, among
(i) EDISON INTERNATIONAL, a California corporation (including any successors or
assigns, the "Depositor"), (ii) THE CHASE MANHATTAN BANK, a New York banking
corporation, as property trustee (in such capacity, the "Property Trustee" and,
in its separate corporate capacity and not in its capacity as Property Trustee,
the "Bank"), (iii) CHASE MANHATTAN BANK DELAWARE, a Delaware banking
corporation, as Delaware trustee (the "Delaware Trustee"), (iv) Thomas M.
Noonan, Mary C. Simpson and George T. Tabata, each an officer of the Depositor,
as regular trustees (the "Regular Trustees") (the Property Trustee, the Delaware
Trustee and the Regular Trustees referred to collectively as the "Trustees") and
(v) the several Holders, as hereinafter defined.

                                   WITNESSETH

     WHEREAS, the Depositor, the Property Trustee and the Delaware Trustee have
heretofore duly declared and established a business trust pursuant to the
Delaware Business Trust Act by the entering into that certain Trust Agreement,
dated as of June 30, 1999 (the "Original Trust Agreement"), and by the execution
and filing with the Secretary of State of the State of Delaware of the
Certificate of Trust, filed on June 30, 1999, attached as Exhibit A; and

     WHEREAS, the Depositor and the Trustees desire to amend and restate the
Original Trust Agreement in its entirety as set forth herein to provide for,
among other things, (i) the issuance of the Common Securities by the Trust to
the Depositor, (ii) the issuance and sale of the Preferred Securities by the
Trust pursuant to the Underwriting Agreement, (iii) the acquisition by the Trust
from the Depositor of all of the right, title and interest in the Notes and (iv)
the appointment of the Regular Trustees;

                  NOW  THEREFORE,   in   consideration  of  the  agreements  and
obligations set forth herein and for other good and valuable consideration,  the
sufficiency of which is hereby acknowledged,  each party, for the benefit of the
other  parties and for the  benefit of the  Securityholders,  hereby  amends and
restates the Original Trust Agreement in its entirety and agrees as follows:

                                    ARTICLE I

                                  DEFINED TERMS

     Section 1.1 Definitions.

     For all purposes of this Trust Agreement, except as otherwise expressly
provided or unless the context otherwise requires:

     (a) the terms defined in this Article have the meanings assigned to them in
this Article and include the plural as well as the singular;

     (b) all other terms used herein that are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to them
therein;

                                       1
(c) unless the context otherwise requires, any reference to an "Article" or
a "Section" refers to an Article or a Section, as the case may be, of this Trust
Agreement; and

     (d) the words "herein", "hereof" and "hereunder" and other words of similar
import refer to this Trust Agreement as a whole and not to any particular
Article, Section or other subdivision.

     "Act" has the meaning specified in Section 6.8.

     "Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, the amount of Additional Interest (as
defined in the Supplemental Indenture) paid by the Depositor on a Like Amount of
Notes for such period.

     "Additional Sums" has the meaning specified in Section 2.9 of the
Supplemental Indenture.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

     "Bank" has the meaning specified in the preamble to this Trust Agreement.

     "Bankruptcy Event" means, with respect to any Person:

     (a) the entry of a decree or order by a court having jurisdiction in the
premises judging such Person a bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjudication or
composition of or in respect of such Person under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law, or appointing
a receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of such Person or of any substantial part of its property or ordering
the winding up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive days; or

     (b) the institution by such Person of proceedings to be adjudicated a
bankrupt or insolvent, or the consent by it to the institution of bankruptcy or
insolvency proceedings against it, or the filing by it of a petition or answer
or consent seeking reorganization or relief under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law, or the
consent by it to the filing of any such petition or to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or similar official) of
such Person or of any substantial part of its property, or the making by it of
an assignment for the benefit of creditors, or the admission by it in writing of
its inability to pay its debts generally as they become due and its willingness
to be adjudicated a bankrupt, or the taking of corporate action by such Person
in furtherance of any such action.

                                       2
"Bankruptcy Laws" has the meaning specified in Section 10.9.

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Depositor to have been duly adopted by the
Depositor's Board of Directors, or such committee of the Board of Directors or
officers of the Depositor to which authority to act on behalf of the Board of
Directors has been delegated, and to be in full force and effect on the date of
such certification, and delivered to the Trustees.

     "Book-Entry Preferred Securities Certificates" means a beneficial interest
in the Preferred Securities Certificates, ownership and transfers of which shall
be evidenced through book entries by a Clearing Agency as described in Section
5.11.

     "Business Day" means a day other than (a) a Saturday or Sunday, (b) a day
on which banking institutions in The City of New York or Los Angeles, California
are authorized or required by law or executive order to remain closed, or (c) a
day on which the Property Trustee's Corporate Trust Office or the Corporate
Trust Office of the Indenture Trustee is closed for business.

     "Certificate Depository Agreement" means the agreement among the Trust, the
Depositor and The Depository Trust Company, as the initial Clearing Agency,
dated as of the Closing Date, relating to the Trust Securities Certificates,
substantially in the form attached as Exhibit B, as the same may be amended and
supplemented from time to time.

     "Clearing Agency" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The
Depository Trust Company will be the initial Clearing Agency.

     "Clearing Agency Participant" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time a Clearing Agency effects
book-entry transfers and pledges of securities deposited with the Clearing
Agency.

     "Closing Date" means the "First Time of Delivery" as specified in the
Underwriting Agreement.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, as amended,
or, if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

                                       3
"Common Security" means an undivided beneficial interest in the assets of
the Trust, having a Liquidation Amount of $25 and having the rights provided
therefor in this Trust Agreement, including the right to receive Distributions
and a Liquidation Distribution as provided herein.

     "Common Securityholder" means the Holder from time to time of the Common
Securities.

     "Common Securities Certificate" means a certificate evidencing ownership of
Common Securities, substantially in the form attached as Exhibit C.

     "Corporate Trust Office" means (i) when used with respect to the Property
Trustee, the principal office of the Property Trustee located at 450 West 33rd
Street, 15th Floor, New York, New York 10001, and (ii) when used with respect to
the Indenture Trustee, the principal office of the Indenture Trustee located at
450 West 33rd Street, 15th Floor, New York, New York 10001.

     "Definitive Preferred Securities Certificates" means either or both (as the
context requires) of (a) Preferred Securities Certificates issued as Book-Entry
Preferred Securities Certificates as provided in Section 5.11(a) and (b)
Preferred Securities Certificates issued in certificated, fully registered form
as provided in Section 5.13.

     "Delaware Business Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C. ss.ss.3801, et seq., as it may be amended from time to time.

     "Delaware Trustee" means the Person identified as the "Delaware Trustee" in
the preamble to this Trust Agreement solely in its capacity as Delaware Trustee
of the Trust and not in its individual capacity, or its successor in interest in
such capacity, or any successor trustee appointed as herein provided.

     "Depositor" has the meaning specified in the preamble to this Trust
Agreement.

     "Distribution Date" has the meaning specified in Section 4.1(a).

     "Distributions" means amounts payable in respect of the Trust Securities as
provided in Section 4.1.

     "Early Termination Event" has the meaning specified in Section 9.2.

     "Event of Default" means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

     (a) the occurrence of an Indenture Event of Default; or

                                       4
(b) default by the Trust in the payment of any Distribution when it becomes
due and payable, and continuation of such default for a period of 30 days; or

     (c) default by the Trust in the payment of any Redemption Price of any
Trust Security when it becomes due and payable; or

     (d) default in the performance, or breach, in any material respect, of any
covenant or warranty of the Trustees in this Trust Agreement (other than a
covenant or warranty a default in the performance or breach of which is dealt
with in clause (b) or (c) above) and continuation of such default or breach for
a period of 90 days after there has been given, by registered or certified mail,
to the defaulting Trustee or Trustees by the Holders of at least 25% in
aggregate liquidation amount of the Outstanding Preferred Securities a written
notice specifying such default or breach and requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder; or

     (e) the occurrence of a Bankruptcy Event with respect to the Property
Trustee and the failure by the Depositor to appoint a successor Property Trustee
within 60 days thereof.

     "Expense Agreement" means the Agreement as to Expenses and Liabilities
between the Guarantor and the Trust, substantially in the form attached as
Exhibit D, as amended from time to time.

     "Expiration Date" has the meaning specified in Section 9.1.

     "Guarantee" means the Guarantee Agreement executed and delivered by the
Guarantor and The Chase Manhattan Bank, as trustee, contemporaneously with the
execution and delivery of this Trust Agreement, for the benefit of the holders
of the Preferred Securities, as amended from time to time.

     "Guarantor" means Edison International, a California corporation, and its
successors and assigns.

     "Indenture" means the Subordinated Indenture, dated as of July 26, 1999,
between the Depositor and the Indenture Trustee, as trustee, as amended or
supplemented from time to time (including by the Supplemental Indenture).

     "Indenture Event of Default" means an "Event of Default," as defined in the
Indenture, with respect to the Notes.

     "Indenture Redemption Date" means, with respect to any Notes to be redeemed
under the Indenture, the date fixed for redemption under the Indenture.

     "Indenture Trustee" means The Chase Manhattan Bank, a New York banking
corporation, and any successor thereto.

     "Lien" means any lien, pledge, charge, encumbrance, mortgage, deed of
trust, adverse ownership interest, hypothecation, assignment, security interest
or preference, priority or other security agreement or preferential arrangement
of any kind or nature whatsoever.

                                       5
"Like Amount" means (a) with respect to a redemption of Trust Securities,
Trust Securities having a Liquidation Amount equal to the principal amount of
Notes to be contemporaneously redeemed in accordance with the Indenture the
proceeds of which will be used to pay the Redemption Price of such Trust
Securities, and (b) with respect to a distribution of Notes to Holders of Trust
Securities in connection with a dissolution or liquidation of the Trust, Notes
having a principal amount equal to the Liquidation Amount of the Trust
Securities of the Holder to whom such Notes are distributed.

     "Liquidation Amount" means the stated amount of $25 per Trust Security.

     "Liquidation Date" means the date on which Notes are to be distributed to
Holders of Trust Securities in connection with a dissolution and liquidation of
the Trust pursuant to Section 9.4(a).

     "Liquidation Distribution" has the meaning specified in Section 9.4(d).

     "1940 Act" means the Investment Company Act of 1940, as amended.

     "Notes" means the aggregate principal amount of the Depositor's 8.60%
Subordinated Deferrable Interest Notes, Series B, issued pursuant to the
Indenture.

     "Officer's Certificate" means a certificate signed by any one of the
Chairman of the Board, Chief Executive Officer, President, a Vice President, the
Treasurer, an Associate Treasurer, an Assistant Treasurer, the Controller, the
Secretary or an Assistant Secretary, of the Depositor, and delivered to the
appropriate Trustee. The officer signing an Officer's Certificate given pursuant
to Section 8.15 shall be the principal executive, financial or accounting
officer of the Depositor. Any Officer's Certificate delivered with respect to
compliance with a condition or covenant provided for in this Trust Agreement
shall include:

     (a) a statement that the officer signing the Officer's Certificate has read
the covenant or condition and the definitions relating thereto;

     (b) a brief statement of the nature and scope of the examination or
investigation undertaken by such officer in rendering the Officer's Certificate;

     (c) a statement that such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

     (d) a statement as to whether, in the opinion of such officer, such
condition or covenant has been complied with.

                                       6
"Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Trust, the Property Trustee or the Depositor, and who shall be
reasonably acceptable to the Property Trustee.

     "Original Trust Agreement" has the meaning specified in the recitals to
this Trust Agreement.

     "Outstanding", when used with respect to Trust Securities, means, as of the
date of determination, all Trust Securities theretofore executed and delivered
under this Trust Agreement, except:

     (a) Trust Securities theretofore canceled by the Property Trustee or
delivered to the Property Trustee for cancellation;

     (b) Trust Securities for whose payment or redemption money in the necessary
amount has been theretofore deposited with the Property Trustee or any Paying
Agent for the Holders of such Trust Securities; provided that, if such Trust
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Trust Agreement; and

     (c) Trust Securities which have been paid or in exchange for or in lieu of
which other Preferred Securities have been executed and delivered pursuant to
Sections 5.4, 5.5, 5.11 and 5.13; provided, however, that in determining whether
the Holders of the requisite Liquidation Amount of the Outstanding Preferred
Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, Preferred Securities owned by the Depositor, any
Trustee or any Affiliate of the Depositor or any Trustee shall be disregarded
and deemed not to be Outstanding, except that (i) in determining whether any
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Preferred Securities
that such Trustee knows to be so owned shall be so disregarded and (ii) the
foregoing proviso shall not apply at any time when all of the outstanding
Preferred Securities are owned by the Depositor, one or more of the Trustees
and/or any such Affiliate. Preferred Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Regular Trustees the pledgee's right so to act with respect
to such Preferred Securities and that the pledgee is not the Depositor or any
Affiliate of the Depositor.

     "Over-allotment Option" has the meaning specified in the Underwriting
Agreement.

     "Owner" means each Person who is the beneficial owner of a Book-Entry
Preferred Securities Certificate as reflected in the records of the Clearing
Agency or, if a Clearing Agency Participant is not the Owner, then as reflected
in the records of a Person maintaining an account with such Clearing Agency
(directly or indirectly, in accordance with the rules of such Clearing Agency).

                                       7
"Paying Agent" means any paying agent or co-paying agent appointed pursuant
to Section 5.9 and shall initially be the Bank.

     "Payment Account" means a segregated non-interest-bearing corporate trust
account maintained by the Property Trustee with the Bank in its trust department
for the benefit of the Securityholders in which all amounts paid in respect of
the Notes will be held and from which the Property Trustee, through the Paying
Agent, shall make payments to the Securityholders in accordance with Sections
4.1 and 4.2.

     "Person" means any individual, corporation, partnership (general or
limited), joint venture, trust, limited liability company or corporation,
unincorporated organization or government or any agency or political subdivision
thereof.

     "Preferred Security" means an undivided beneficial interest in the assets
of the Trust, having a Liquidation Amount of $25 and having the rights provided
therefor in this Trust Agreement, including the right to receive Distributions
and a Liquidation Distribution as provided herein.

     "Preferred Securities Certificate" means a certificate evidencing ownership
of Preferred Securities, substantially in the form attached as Exhibit E.

     "Property Trustee" means the Person identified as the "Property Trustee" in
the preamble to this Trust Agreement solely in its capacity as Property Trustee
of the Trust and not in its individual capacity, or its successor in interest in
such capacity, or any successor property trustee appointed as herein provided.

     "Redemption Date" means, with respect to any Trust Security to be redeemed,
the date fixed for such redemption by or pursuant to this Trust Agreement;
provided that each Indenture Redemption Date and the stated maturity of the
Notes shall be a Redemption Date for a Like Amount of Trust Securities.

     "Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date, allocated on a pro rata basis (based on
Liquidation Amounts) among the Trust Securities.

     "Regular Trustees" means each of the Persons identified as a "Regular
Trustee" in the preamble to this Trustee Agreement solely in such Person's
capacity as Regular Trustee of the Trust formed and continued hereunder and not
in such Person's individual capacity, or such Regular Trustee's successor in
interest in such capacity, or any successor trustee appointed as herein
provided.

     "Relevant Trustee" shall have the meaning specified in Section 8.10.

     "Second Closing Date" means the "Second Time of Delivery" as specified in
the Underwriting Agreement.

                                       8
"Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.4.

     "Securityholder" or "Holder" means a Person in whose name a Trust Security
or Trust Securities is registered in the Securities Register, any such Person
being a beneficial owner within the meaning of the Delaware Business Trust Act;
provided, however, that in determining whether the Holders of the requisite
amount of Preferred Securities have voted on any matter provided for in this
Trust Agreement, then for the purpose of any such determination, so long as
Definitive Preferred Securities Certificates have not been issued, the term
Securityholders or Holders as used herein shall refer to the Owners.

     "Supplemental Indenture" means the Supplemental Indenture No. 2, dated as
of October 29, 1999, between the Depositor and the Indenture Trustee, as amended
or supplemented from time to time.

     "Tax Event" means the receipt by the Trust of an Opinion of Counsel from
counsel experienced in such matters to the effect that, as a result of any
amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or as a result of any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which pronouncement or decision is announced on or after the date of issuance of
the Preferred Securities under this Trust Agreement, there is more than an
insubstantial risk that (i) the Trust is, or will be within 90 days after the
date of such Opinion of Counsel, subject to United States federal income tax
with respect to income received or accrued on the Notes, (ii) interest payable
by the Depositor on the Notes is not, or within 90 days after the date of such
Opinion of Counsel, will not be, deductible by the Depositor, in whole or in
part, for United States federal income tax purposes or (iii) the Trust is, or
will be within 90 days after the date of such Opinion of Counsel, subject to
more than a de minimis amount of other taxes, duties, assessments or other
governmental charges.

     "Trust" means the Delaware business trust created and continued hereby and
identified on the cover page to this Trust Agreement.

     "Trust Agreement" means this Amended and Restated Trust Agreement, as the
same may be modified, amended or supplemented in accordance with the applicable
provisions hereof, including (i) all exhibits hereto and (ii) for all purposes
of this Trust Agreement and any such modification, amendment or supplement, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
this Trust Agreement and any such modification, amendment or supplement,
respectively.

     "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

                                       9
"Trust Property" means (a) the Notes, (b) any cash on deposit in, or owing
to, the Payment Account and (c) all proceeds and rights in respect of the
foregoing and any other property and assets for the time being held or deemed to
be held by the Property Trustee pursuant to the trusts of this Trust Agreement.

     "Trust Security" means any one of the Common Securities or the Preferred
Securities.

     "Trust Securities Certificate" means any one of the Common Securities
Certificates or the Preferred Securities Certificates.

     "Trustees" means, collectively, the Property Trustee, the Delaware Trustee
and the Regular Trustees.

     "Underwriting Agreement" means the Pricing Agreement (including the
Underwriting Agreement incorporated by reference therein), dated October 29,
1999, among the Trust, the Depositor and the underwriters named therein.

                                   ARTICLE II

                           ESTABLISHMENT OF THE TRUST

     Section 2.1 Name.

     The Trust continued hereby shall be known as "EIX Trust II," as such name
may be modified from time to time by the Regular Trustees following written
notice to the Holders of Trust Securities and the other Trustees, in which name
the Trustees may conduct the business of the Trust, make and execute contracts
and other instruments on behalf of the Trust and sue and be sued.

     Section 2.2 Office of the Delaware Trustee; Principal Place of Business.

     The address of the Delaware Trustee in the State of Delaware is 1201 N.
Market Street, Wilmington, Delaware 19801, or such other address in the State of
Delaware as the Delaware Trustee may designate by written notice to the
Depositor. The principal executive office of the Trust is 2244 Walnut Grove
Avenue, Rosemead, California 91770.

     Section 2.3 Organizational Expenses.

     The Depositor shall pay organizational expenses of the Trust as they arise
or shall, upon request of any Trustee, promptly reimburse such Trustee for any
such expenses paid by such Trustee. The Depositor shall make no claim upon the
Trust Property for the payment of such expenses.

                                       10
Section 2.4 Issuance of the Preferred Securities.

     The Depositor, on behalf of the Trust and pursuant to the Original Trust
Agreement, executed and delivered the Underwriting Agreement. On the Closing
Date, a Regular Trustee, on behalf of the Trust, shall execute in accordance
with Section 5.2, and the Property Trustee shall deliver to the Underwriters
named in the Underwriting Agreement, Preferred Securities Certificates,
registered in the name of the nominee of the initial Clearing Agency, evidencing
an aggregate of 12,000,000 Preferred Securities having an aggregate Liquidation
Amount of $300,000,000, against receipt by the Property Trustee of the aggregate
purchase price of such Preferred Securities of $300,000,000. In the event that
the Underwriters shall exercise their Over-allotment Option, on the Second
Closing Date, a Regular Trustee, on behalf of the Trust, shall execute in
accordance with Section 5.2, and the Property Trustee shall deliver to the
Underwriters named in the Underwriting Agreement, Preferred Securities
Certificates, registered in the name of the nominee of the initial Clearing
Agency, evidencing an aggregate of up to 1,800,000 Preferred Securities having
an aggregate Liquidation Amount of up to $45,000,000, against receipt by the
Property Trustee of the aggregate purchase price of such Preferred Securities in
an amount equal to such aggregate Liquidation Amount, all in accordance with the
terms of such exercise.

     Section 2.5 Issuance of the Common Securities; Subscription and Purchase of
Notes.

     On the Closing Date, a Regular Trustee, on behalf of the Trust, shall
execute in accordance with Section 5.2, and the Property Trustee shall deliver
to the Depositor, Common Securities Certificates, registered in the name of the
Depositor, evidencing an aggregate of 371,136 Common Securities having an
aggregate Liquidation Amount of $9,278,400 against receipt by the Property
Trustee from the Depositor of such amount. Contemporaneously therewith, a
Regular Trustee, on behalf of the Trust, shall subscribe to and purchase from
the Depositor Notes, registered in the name of the Property Trustee (in its
capacity as such) and having an aggregate principal amount equal to
$309,278,400, and, in satisfaction of the purchase price for such Notes, the
Property Trustee, on behalf of the Trust, shall deliver to the Depositor the sum
of $309,278,400 (being the sum of the amounts delivered to the Property Trustee
pursuant to (i) the second sentence of Section 2.4 and (ii) the first sentence
of this Section 2.5). In the event that the Underwriters shall exercise their
Over-allotment Option, on the Second Closing Date, a Regular Trustee, on behalf
of the Trust, shall execute in accordance with Section 5.2, and the Property
Trustee shall deliver to the Depositor, Common Securities Certificates,
registered in the name of the Depositor, evidencing an aggregate of up to 55,672
Common Securities having an aggregate Liquidation Amount of up to $1,391,800
(such number and aggregate Liquidation Amount to be equal, unless otherwise
agreed by the Depositor and the Underwriters, to 3/97 of the number and
aggregate Liquidation Amount, respectively, of Preferred Securities to be
executed and delivered pursuant to the third sentence of Section 2.4, rounded
(A) in the case of such number, up to the nearest whole number and (B) in the
case of such amount, to the product of such number multiplied by $25), against
receipt by the Property Trustee from the Depositor of such amount.
Contemporaneously therewith, a Regular Trustee, on behalf of the Trust, shall
subscribe to and purchase from the Depositor Notes, registered in the name of

                                       11
the Property Trustee (in its capacity as such) and having an aggregate principal
amount equal to the sum of the aggregate Liquidation Amounts of (x) the
Preferred Securities to be executed and delivered pursuant to the third sentence
of Section 2.4 and (y) the Common Securities to be executed and delivered
pursuant to the third sentence of this Section 2.5, and, in satisfaction of the
purchase price for such Notes, the Property Trustee, on behalf of the Trust,
shall deliver to the Depositor an amount equal to such sum.

     Section 2.6 Declaration of Trust.

     The exclusive purposes and functions of the Trust are (a) to issue and sell
Trust Securities and use the proceeds from such sale to acquire the Notes, (b)
to distribute the cash payments it receives on the Notes it owns to the
Securityholders, and (c) to engage in only those activities necessary,
appropriate, convenient or incidental thereto. The Depositor hereby appoints the
Trustees as trustees of the Trust, to have all the rights, powers and duties to
the extent set forth herein, and the Trustees hereby accept such appointment.
The Property Trustee hereby declares that it will hold the Trust Property in
trust upon and subject to the conditions set forth herein for the benefit of the
Trust and the Securityholders. The Regular Trustees shall have all rights,
powers and duties set forth herein and in accordance with applicable law with
respect to accomplishing the purposes of the Trust. The Delaware Trustee shall
not be entitled to exercise any powers, nor shall the Delaware Trustee have any
of the duties and responsibilities, of the Trustees set forth herein. The
Delaware Trustee shall be one of the Trustees of the Trust for the sole and
limited purpose of fulfilling the requirements of Section 3807(a) of the
Delaware Business Trust Act.

     Section 2.7 Authorization to Enter into Certain Transactions.

     (a) The Trustees shall conduct the affairs of the Trust in accordance with
the terms of this Trust Agreement. Subject to the limitations set forth in
paragraph (b) of this Section, and in accordance with the following provisions
(i) and (ii), the Trustees shall have the authority to enter into all
transactions and agreements determined by the Trustees to be appropriate in
exercising the authority, express or implied, otherwise granted to the Trustees
under this Trust Agreement, and to perform all acts in furtherance thereof,
including without limitation, the following:

     (i) Each Regular Trustee, acting singly or collectively, shall have the
power and authority to act on behalf of the Trust with respect to the following
matters:

     (A)  the issuance and sale of the Trust Securities;

     (B)  to cause the Trust to enter into, and to execute, deliver and perform
          on behalf of the Trust, the Expense Agreement and the Certificate
          Depository Agreement and such other agreements as may be necessary or
          desirable in connection with the purposes and function of the Trust;

                                       12
(C)  assisting in the registration of the Preferred Securities under the
          Securities Act of 1933, as amended, and under state securities or blue
          sky laws, and the qualification of this Trust Agreement as a trust
          indenture under the Trust Indenture Act;

     (D)  assisting in the listing of the Preferred Securities upon such
          securities exchange or exchanges as shall be determined by the
          Depositor and the registration of the Preferred Securities under the
          Securities Exchange Act of 1934, as amended, and the preparation and
          filing of all periodic and other reports and other documents pursuant
          to the foregoing;

     (E)  assisting in the sending of notices (other than notices of default)
          and other information regarding the Trust Securities and the Notes to
          the Securityholders in accordance with this Trust Agreement;

     (F)  consenting to the appointment of a Paying Agent in accordance with
          this Trust Agreement;

     (G)  execution of the Trust Securities on behalf of the Trust in accordance
          with this Trust Agreement;

     (H)  execution and delivery of closing certificates pursuant to the
          Underwriting Agreement and application for a taxpayer identification
          number for the Trust;

     (I)  unless otherwise determined by the Depositor, the Property Trustee or
          the Holders of Preferred Securities representing more than 50% of the
          aggregate Liquidation Amount of the Outstanding Preferred Securities,
          or as otherwise required by the Delaware Business Trust Act or the
          Trust Indenture Act, to execute on behalf of the Trust (either acting
          alone or together with any or all of the Regular Trustees) any
          documents that the Regular Trustees have the power to execute pursuant
          to this Trust Agreement; and

     (J)  the taking of any action incidental to the foregoing as the Trustees
          may from time to time determine is necessary or advisable to give
          effect to the terms of this Trust Agreement for the benefit of the
          Securityholders (without consideration of the effect of any such
          action on any particular Securityholder).

     (ii) The Property Trustee shall have the power, duty and authority to act
on behalf of the Trust with respect to the following matters:

     (A)  the establishment of the Payment Account;

                                       13
(B)  the receipt of the Notes;

     (C)  the collection of interest, principal and any other payments made in
          respect of the Notes in the Payment Account;

     (D)  the distribution through the Paying Agent of amounts owed to the
          Securityholders in respect of the Trust Securities;

     (E)the exercise of all of the rights, powers and privileges of a holder of
          the Notes;

     (F)  the sending of notices of default and other information regarding the
          Trust Securities and the Notes to the Securityholders in accordance
          with this Trust Agreement;

     (G)  the distribution of the Trust Property in accordance with the terms of
          this Trust Agreement;

     (H)  to the extent  provided  in this  Trust  Agreement,  assisting  in the
          winding  up of the  affairs  of and  liquidation  of the Trust and the
          preparation,  execution and filing of the  certificate of cancellation
          with the Secretary of State of the State of Delaware;

     (I)  after an Event of Default (other than under paragraph (b), (c), (d) or
          (e) of the definition of such term if such Event of Default is by or
          with respect to the Property Trustee) the taking of any action
          incidental to the foregoing as the Property Trustee may from time to
          time determine is necessary or advisable to give effect to the terms
          of this Trust Agreement and protect and conserve the Trust Property
          for the benefit of the Securityholders (without consideration of the
          effect of any such action on any particular Securityholder); and

     (J)  any of the duties, liabilities, powers or the authority of the Regular
          Trustees set forth in Section 2.7(a)(i)(E), (F) and (J); and in the
          event of a conflict between the actions of the Regular Trustees and
          those of the Property Trustee, the actions of the Property Trustee
          shall prevail.

     (b) So long as this Trust Agreement remains in effect, the Trust (or the
Trustees acting on behalf of the Trust) shall not undertake any business,
activities or transaction except as expressly provided herein or contemplated
hereby. In particular, the Trustees (acting on behalf of he Trust) shall not (i)
acquire any investments other than the Notes, (ii) engage in any activities not
authorized by this Trust Agreement, (iii) sell, assign, transfer, exchange,
mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or
interests therein, including to Securityholders, except as expressly provided
herein, (iv) take any action that would cause the Trust to fail or cease to
qualify as a "grantor trust" for United States federal income tax purposes, (v)
incur any indebtedness for borrowed money or issue any other debt or (vi) take
or consent to any action that would result in the placement of a Lien on any of
the Trust Property. The Property Trustee shall defend all claims and demands of
all Persons at any time claiming any Lien on any of the Trust Property adverse

                                       14
to the interest of the Trust or the Securityholders in their capacity as
Securityholders; provided, however, that (x) all expenses relating to such
defense shall be borne by the Depositor and (y) the Property Trustee shall be
fully indemnified by the Depositor for all costs incurred in connection with
such defense.

     (c) In connection with the issue and sale of the Preferred Securities, the
Depositor shall have the right and responsibility to assist the Trust with
respect to, or effect on behalf of the Trust, the following (and any actions
taken by the Depositor in furtherance of the following prior to the date of this
Trust Agreement are hereby ratified and confirmed in all respects):

     (i) the preparation and filing by the Trust with the Commission and the
execution on behalf of the Trust of a registration statement on the appropriate
form in relation to the Preferred Securities, including any amendments thereto;

     (ii) the determination of the States in which to take appropriate action to
qualify or register for sale all or part of the Preferred Securities and the
determination of any and all such acts, other than actions which must be taken
by or on behalf of the Trust, and the advice to the Trustees of actions they
must take on behalf of the Trust, and the preparation for execution and filing
of any documents to be executed and filed by the Trust or on behalf of the
Trust, as the Depositor deems necessary or advisable in order to comply with the
applicable laws of any such States;

     (iii) the preparation for filing by the Trust and execution on behalf of
the Trust of an application to the New York Stock Exchange or any other national
stock exchange or the Nasdaq National Market for listing upon notice of issuance
of any Preferred Securities;

     (iv) the preparation for filing by the Trust with the Commission and the
execution on behalf of the Trust of a registration statement on Form 8-A
relating to the registration of the Preferred Securities under Section 12(b) or
12(g) of the Securities Exchange Act of 1934, as amended, including any
amendments thereto, if required;

     (v) the negotiation of the terms of, and the execution and delivery of, the
Underwriting Agreement providing for the sale of the Preferred Securities; and

     (vi) the taking of any other actions necessary or desirable to carry out
any of the foregoing activities.

     (d) Notwithstanding anything herein to the contrary, the Trustees are
authorized, and the Regular Trustees are directed, to conduct the affairs of the
Trust and to operate the Trust so that (i) the Trust will not be deemed to be an
"investment company" required to be registered under the 1940 Act, (ii) the

                                       15
Trust will be classified as a grantor trust for United States Federal income tax
purposes and (iii) so that the Notes will be treated as indebtedness of the
Depositor for United States Federal income tax purposes. In this connection, the
Depositor and the Trustees are authorized to take any action, not inconsistent
with applicable law, the Certificate of Trust or this Trust Agreement, that each
of the Depositor and the Trustees determines in its discretion to be necessary
or desirable for such purposes, as long as such action does not adversely affect
in any material respect the interests of the Holders of the Preferred
Securities.

     Section 2.8 Assets of Trust.

     The assets of the Trust shall consist of the Trust Property.

     Section 2.9 Title to Trust Property.

     Legal title to all Trust Property shall be vested at all times in the
Property Trustee (in its capacity as such) and shall be held and administered by
the Property Trustee for the benefit of the Trust and the Securityholders in
accordance with this Trust Agreement.

                                   ARTICLE III

                                 PAYMENT ACCOUNT

     Section 3.1 Payment Account.

     (a) On or prior to the Closing Date, the Property Trustee shall establish
the Payment Account. The Property Trustee and any agent of the Property Trustee
shall have exclusive control and sole right of withdrawal with respect to the
Payment Account for the purpose of making deposits in and withdrawals from the
Payment Account in accordance with this Trust Agreement. All monies and other
property deposited or held from time to time in the Payment Account shall be
held by the Property Trustee in the Payment Account for the exclusive benefit of
the Securityholders and for distribution as herein provided, including (and
subject to) any priority of payments provided for herein.

     (b) The Property Trustee shall deposit in the Payment Account, promptly
upon receipt, all payments of principal of or interest on, and any other
payments or proceeds with respect to, the Notes. Amounts held in the Payment
Account shall not be invested by the Property Trustee pending distribution
thereof.

                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

     Section 4.1 Distributions.

     (a) The Trust Securities represent undivided beneficial interests in the
Trust Property, and Distributions (including of Additional Amounts) will be made
on the Trust Securities at the rate and on the dates that payments of interest
(including of Additional Interest, as defined in the Indenture) are made on the
Notes. Accordingly:

                                       16
(i) Distributions on the Trust Securities shall be cumulative, and will
accumulate whether or not there are funds of the Trust available for the payment
of Distributions. Distributions shall accrue from October 29, 1999, and, except
in the event (and to the extent) that the Depositor exercises its right to defer
the payment of interest on the Notes pursuant to the Indenture, shall be payable
quarterly in arrears on November 30, February 28, May 31 and August 31 of each
year, commencing on November 30, 1999. If any date on which a Distribution is
otherwise payable on the Trust Securities is not a Business Day, then the
payment of such Distribution shall be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any such
delay) except that, if such Business Day is in the next succeeding calendar
year, payment of such Distribution shall be made on the immediately preceding
Business Day, in each case with the same force and effect as if made on such
date (each date on which distributions are payable in accordance with this
Section 4.1(a), a "Distribution Date").

     (ii) Assuming payments of interest on the Notes are made when due (and
before giving effect to Additional Amounts, if applicable), Distributions on the
Trust Securities shall be payable at a rate of 8.60% per annum of the
Liquidation Amount of the Trust Securities. The amount of Distributions payable
for any full period shall be computed on the basis of a 360-day year of twelve
30-day months. The amount of Distributions for any partial period shall be
computed on the basis of the number of days elapsed in a 360-day year of twelve
30-day months. The amount of Distributions payable for any period shall include
the Additional Amounts, if any.

     (iii) Distributions on the Trust Securities shall be made by the Property
Trustee from the Payment Account and shall be payable on each Distribution Date
only to the extent that the Trust has funds then on hand and available in the
Payment Account for the payment of such Distributions.

     (b) Distributions on the Trust Securities with respect to a Distribution
Date shall be payable to the Holders thereof as they appear on the Securities
Register for the Trust Securities on the relevant record date, which shall be
one Business Day prior to such Distribution Date; provided, however, that in the
event that the Preferred Securities do not remain in book-entry-only form, the
relevant record date shall be the date 15 days prior to the relevant
Distribution Date.

     Section 4.2 Redemption.

     (a) On each Indenture Redemption Date and on the stated maturity of the
Notes, the Trust will be required to redeem a Like Amount of Trust Securities at
the Redemption Price.

                                       17
(b) Notice of redemption shall be given by the Property Trustee at the
expense of the Depositor by first-class mail, postage prepaid, mailed not less
than 30 nor more than 60 days prior to the Redemption Date (or, in the event
that the redemption results from acceleration after the occurrence of an
Indenture Event of an Indenture Event of Default and the Property Trustee is
unable to give such notice within such period, as soon as practicable) to each
Holder of Trust Securities to be redeemed, at such Holder's address appearing in
the Security Register. All notices of redemption shall state:

     (i) the Redemption Date;

     (ii) the Redemption Price;

     (iii) the CUSIP number;

     (iv) if less than all the Outstanding Trust Securities are to be redeemed,
the identification and the total Liquidation Amount of the particular Trust
Securities to be redeemed; and

     (v) that on the Redemption Date the Redemption Price will become due and
payable upon each such Trust Security to be redeemed and that Distributions
thereon will cease to accrue on and after said date, except as provided in
Section 4.2(d).

     (c) The Trust Securities redeemed on each Redemption Date shall be redeemed
at the Redemption Price with the proceeds from the contemporaneous redemption of
Notes. Redemptions of the Trust Securities shall be made and the Redemption
Price shall be payable on each Redemption Date only to the extent that the Trust
has funds then on hand and available in the Payment Account for the payment of
such Redemption Price.

     (d) If the Property Trustee gives a notice of redemption in respect of any
Preferred Securities, then, by 2:00 p.m., New York City time, on the Redemption
Date, subject to Section 4.2(c), the Property Trustee will, so long as the
Preferred Securities are in book-entry-only form, irrevocably deposit with the
Clearing Agency for the Preferred Securities funds sufficient to pay the
applicable Redemption Price and will give such Clearing Agency instructions with
respect to payment of the Redemption Price to the holders of the Preferred
Securities in accordance with the procedures set forth in the applicable
agreement between the Property Trustee and such Clearing Agency. If the
Preferred Securities are no longer in book-entry-only form, the Property
Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying
Agent funds sufficient to pay the applicable Redemption Price and will give the
Paying Agent instructions and authority to pay the Redemption Price to the
Holders thereof upon surrender of their Preferred Securities Certificates in
accordance with the notice of redemption. Notwithstanding the foregoing,
Distributions payable on or prior to the Redemption Date for any Trust
Securities called for redemption shall be payable to the Holders of such Trust
Securities as they appear on the Register for the Trust Securities on the
relevant record dates for the related Distribution Dates. If notice of

                                       18
redemption shall have been given and funds deposited as required, then upon the
date of such deposit, all rights of Securityholders holding Trust Securities so
called for redemption will cease, except the right of such Securityholders to
receive the Redemption Price and any Distribution payable on or prior to the
Redemption Date, but without interest, and such Securities will cease to be
outstanding. In the event that any date on which any Redemption Price is payable
is not a Business Day, then payment of the Redemption Price payable on such date
will be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay), except that, if such
Business Day falls in the next calendar year, such payment will be made on the
immediately preceding Business Day, in each case, with the same force and effect
as if made on such date. In the event that payment of the Redemption Price in
respect of any Trust Securities called for redemption is improperly withheld or
refused and not paid either by the Trust or by the Guarantor pursuant to the
Guarantee, Distributions on such Trust Securities will continue to accrue, at
the then applicable rate, from the Redemption Date originally established by the
Trust for such Trust Securities to the date such Redemption Price is actually
paid, in which case the actual payment date will be the date fixed for
redemption for purposes of calculating the Redemption Price.

     (e) Payment of the Redemption Price on the Trust Securities shall be made
to the recordholders thereof as they appear on the Securities Register for the
Trust Securities on the relevant record date, which shall be one Business Day
prior to the relevant Redemption Date; provided, however, that in the event that
the Preferred Securities do not remain in book-entry-only form, the relevant
record date shall be the date 15 days prior to the relevant Redemption Date.

     (f) Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common Securities and
the Preferred Securities. The particular Preferred Securities and Common
Securities to be redeemed shall be selected on a pro rata basis (based upon
Liquidation Amounts) not more than 60 days prior to the Redemption Date by the
Property Trustee from the Outstanding Preferred Securities and Common
Securities, respectively, not previously called for redemption, by such method
(including, without limitation, by lot) as the Property Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of
portions (equal to $25 or an integral multiple of $25 in excess thereof) of the
Liquidation Amount of Preferred Securities and Common Securities, respectively,
of a denomination larger than $25. The Property Trustee shall promptly notify
the Security Registrar in writing of the Preferred Securities and Common
Securities selected for redemption and, in the case of any Preferred Securities
or Common Securities selected for partial redemption, the Liquidation Amount
thereof to be redeemed. For all purposes of this Trust Agreement, unless the
context otherwise requires, all provisions relating to the redemption of
Preferred Securities or Preferred Securities shall relate, in the case of any
Preferred Securities or Common Securities, as applicable, redeemed or to be
redeemed only in part, to the portion of the Liquidation Amount of Preferred
Securities or Common Securities, as applicable, that has been or is to be
redeemed.

                                       19
Section 4.3 Subordination of Common Securities.

     (a) Payment of Distributions (including Additional Amounts, if applicable)
on, and the Redemption Price of, the Trust Securities, as applicable, shall be
made, subject to Section 4.2(f), pro rata among the Common Securities and the
Preferred Securities based on the Liquidation Amount of the Trust Securities;
provided, however, that if on any Distribution Date or Redemption Date any Event
of Default resulting from an Indenture Event of Default shall have occurred and
be continuing, no payment of any Distribution (including Additional Amounts, if
applicable) on, or Redemption Price of, any Common Security, and no other
payment on account of the redemption, liquidation or other acquisition of Common
Securities, shall be made unless payment in full in cash of all accumulated and
unpaid Distributions (including Additional Amounts, if applicable) on all
Outstanding Preferred Securities for all Distribution periods terminating on or
prior thereto, or in the case of payment of the Redemption Price the full amount
of such Redemption Price on all Outstanding Preferred Securities, shall have
been made or provided for, and all funds immediately available to the Property
Trustee shall first be applied to the payment in full in cash of all
Distributions (including Additional Amounts, if applicable) on, or the
Redemption Price of, Preferred Securities then due and payable.

     (b) In the case of the occurrence of any Event of Default resulting from
any Indenture Event of Default, the Holder of Common Securities will be deemed
to have waived any right to act with respect to any such Event of Default under
this Trust Agreement until the effect of all such Events of Default with respect
to the Preferred Securities have been cured, waived or otherwise eliminated.
Until any such Event of Default under this Trust Agreement with respect to the
Preferred Securities has been so cured, waived or otherwise eliminated, the
Property Trustee shall act solely on behalf of the Holders of the Preferred
Securities and not the Holder of the Common Securities, and only the Holders of
the Preferred Securities will have the right to direct the Property Trustee to
act on their behalf.

     Section 4.4 Payment Procedures.

     Payments of Distributions (including Additional Amounts, if applicable) in
respect of the Preferred Securities shall be made by check mailed to the address
of the Person entitled thereto as such address shall appear on the Securities
Register or, if the Preferred Securities are held by a Clearing Agency, such
Distributions shall be made to the Clearing Agency in immediately available
funds, which shall credit the relevant Persons' accounts at such Clearing Agency
on the applicable Distribution Dates. Payments in respect of the Common
Securities shall be made in such manner as shall be mutually agreed between the
Property Trustee and the Common Securityholder. Any Distributions in respect of
Preferred Securities that remain unclaimed for a period of two years following
the applicable Distribution Date shall be paid to the Holder of the Common
Securities.

                                       20
Section 4.5 Tax Returns and Reports

     The Regular Trustees shall prepare (or cause to be prepared), at the
Depositor's expense, and file all United States federal, state and local tax and
information returns, payee statements and reports required to be filed by or in
respect of the Trust. In this regard, the Regular Trustees shall (a) prepare and
file (or cause to be prepared and filed) the appropriate Internal Revenue
Service form required to be filed in respect of the Trust in each taxable year
of the Trust and (b) prepare and furnish (or cause to be prepared and furnished)
to each Securityholder the appropriate Internal Revenue Service form required to
be provided. The Regular Trustees shall provide the Depositor and the Property
Trustee with a copy of all such returns and reports promptly after such filing
or furnishing. The Trustees and the Paying Agent shall comply with United States
federal withholding and backup withholding tax laws and information reporting
requirements with respect to any payments to Securityholders under the Trust
Securities.

     Section 4.6 Payment of Taxes, Duties, Etc. of the Trust.

     Upon receipt under the Notes of Additional Sums, the Property Trustee,
pursuant to written instructions from the Depositor detailing the payments to be
made, shall promptly pay at the expense of the Depositor any taxes, duties or
governmental charges of whatsoever nature (other than withholding taxes) imposed
on the Trust by the United States or any other taxing authority.

     Section 4.7 Payments under Indenture or Pursuant to Direct Actions.

     Any amount payable hereunder to any Holder of Preferred Securities shall be
reduced by the amount of any corresponding payment such Holder has directly
received pursuant to Section 2.19 of the Supplemental Indenture or Section 5.14
of this Trust Agreement.

                                    ARTICLE V

                          TRUST SECURITIES CERTIFICATES

     Section 5.1 Initial Ownership.

     Upon the formation of the Trust and until the issuance of the Trust
Securities, and at any time during which no Trust Securities are outstanding,
the Depositor shall be the sole beneficial owner of the Trust.

     Section 5.2 Trust Securities Certificates.

     The Preferred Securities Certificates shall be issued in minimum
denominations of $25 Liquidation Amount and integral multiples of $25 in excess
thereof, and the Common Securities Certificates shall be issued in minimum
denominations of $25 Liquidation Amount and integral multiples thereof. The
Trust Securities Certificates shall be executed on behalf of the Trust by manual

                                       21
signature of at least one Regular Trustee. Trust Securities Certificates bearing
the manual signatures of individuals who were, at the time when such signatures
shall have been affixed, authorized to sign on behalf of the Trust, shall be
validly issued and entitled to the benefits of this Trust Agreement,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the delivery of such Trust Securities Certificates or did
not hold such offices at the date of delivery of such Trust Securities
Certificates. A transferee of a Trust Securities Certificate shall become a
Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Sections 5.4, 5.11
and 5.13.

     Section 5.3 Execution and Delivery of Trust Securities Certificates.

     At the Closing Date and the Second Closing Date (if any), the Regular
Trustees shall cause Trust Securities Certificates to be executed on behalf of
the Trust and delivered by the Property Trustee as provided in Sections 2.4 and
2.5.

     Section 5.4 Registration of Transfer and Exchange of Preferred Securities
Certificates.

     The Depositor shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 5.8, a register or registers for the purpose of
registering Trust Securities Certificates and transfers and exchanges of
Preferred Securities Certificates (the "Securities Register") in which the
registrar designated by the Depositor (the "Securities Registrar"), subject to
such reasonable regulations as it may prescribe, shall provide for the
registration of Preferred Securities Certificates and Common Securities
Certificates (subject to Section 5.10 in the case of the Common Securities
Certificates) and registration of transfers and exchanges of Preferred
Securities Certificates as herein provided. The Bank shall be the initial
Securities Registrar.

     Upon surrender for registration of transfer of any Preferred Securities
Certificate at the office or agency maintained pursuant to Section 5.8, the
Regular Trustees or any one of them shall execute and deliver to the Property
Trustee, and the Property Trustee shall deliver, in the name of the designated
transferee or transferees, one or more new Preferred Securities Certificates in
authorized denominations of a like aggregate Liquidation Amount dated the date
of execution by such Regular Trustee or Trustees.

     The Securities Registrar shall not be required to register the transfer of
any Preferred Securities that have been called for redemption. At the option of
a Holder, Preferred Securities Certificates may be exchanged for other Preferred
Securities Certificates in authorized denominations of the same class and of a
like aggregate Liquidation Amount upon surrender of the Preferred Securities
Certificates to be exchanged at the office or agency maintained pursuant to
Section 5.8.

     Every Preferred Securities Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written

                                       22
instrument of transfer in form satisfactory to the Securities Registrar duly
executed by the Holder or his attorney duly authorized in writing. Each
Preferred Securities Certificate surrendered for registration of transfer or
exchange shall be canceled and subsequently disposed of by the Property Trustee
in accordance with such Person's customary practice.

     No service charge shall be made for any registration of transfer or
exchange of Preferred Securities Certificates, but the Securities Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Preferred
Securities Certificates.

     Section 5.5 Mutilated, Destroyed, Lost or Stolen Trust Securities
Certificates.

     If (a) any mutilated Trust Securities Certificate shall be surrendered to
the Securities Registrar, or if the Securities Registrar shall receive evidence
to its satisfaction of the destruction, loss or theft of any Trust Securities
Certificate and (b) there shall be delivered to the Securities Registrar and the
Regular Trustees such security or indemnity as may be required by them to save
each of them harmless, then in the absence of notice that such Trust Securities
Certificate shall have been acquired by a bona fide purchaser, the Regular
Trustees, or any one of them, on behalf of the Trust shall execute and make
available for delivery, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Trust Securities Certificate, a new Trust Securities
Certificate of like class, tenor and denomination. In connection with the
issuance of any new Trust Securities Certificate under this Section, the Regular
Trustees or the Securities Registrar may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith. Any duplicate Trust Securities Certificate issued pursuant to this
Section shall constitute conclusive evidence of an undivided beneficial interest
in the assets of the Trust, as if originally issued, whether or not the lost,
stolen or destroyed Trust Securities Certificate shall be found at any time.

     Section 5.6 Persons Deemed Securityholders.

     The Trustees or the Securities Registrar shall treat the Person in whose
name any Trust Securities Certificate shall be registered in the Securities
Register as the owner of such Trust Securities Certificate for the purpose of
receiving Distributions and for all other purposes whatsoever, and neither the
Trustees nor the Securities Registrar shall be bound by any notice to the
contrary.

     Section 5.7 Access to List of Securityholders' Names and Addresses.

     The Regular Trustees or the Depositor shall furnish or cause to be
furnished to the Property Trustee (a) semi-annually on or before January 15 and
July 15 in each year, a list, in such form as the Property Trustee may
reasonably require, of the names and addresses of the Securityholders as of the
most recent record date and (b) promptly after receipt by any Regular Trustee or
the Depositor of a request for such list from the Property Trustee in order to

                                       23
enable the Property Trustee to discharge its obligations under this Trust
Agreement, a list of the type referred to in clause (a), in each case to the
extent such information is in the possession or control of the Regular Trustees
or the Depositor and is not identical to a previously supplied list or has not
otherwise been received by the Property Trustee in its capacity as Securities
Registrar. The rights of Securityholders to communicate with other
Securityholders with respect to their rights under this Trust Agreement or under
the Trust Securities, and the corresponding rights of the Property Trustee shall
be as provided in the Trust Indenture Act. Each Securityholder and each Owner
shall be deemed to have agreed not to hold the Depositor, the Property Trustee
or the Regular Trustees accountable by reason of the disclosure of its name and
address, regardless of the source from which such information was derived.

     Section 5.8 Maintenance of Office or Agency.

     The Property Trustee shall designate, with the consent of the Regular
Trustees (which consent shall not be unreasonably withheld), an office or
offices or agency or agencies where Preferred Securities Certificates may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Trustees in respect of the Trust Securities Certificates
may be served. The Property Trustee initially designates its Corporate Trust
Office as its office and agency for such purposes. The Property Trustee shall
give prompt written notice to the Depositor and to the Securityholders of any
change in the location of the Securities Register or any such office or agency.

     Section 5.9 Appointment of Paying Agent.

     The Paying Agent shall make distributions to Securityholders from the
Payment Account and shall report the amounts of such distributions to the
Property Trustee and the Regular Trustees. Any Paying Agent shall have the
revocable power to withdraw funds from the Payment Account for the purpose of
making the distributions referred to above. The Property Trustee may revoke such
power and remove the Paying Agent in its sole discretion. The Paying Agent shall
initially be the Bank, and any co-paying agent chosen by the Bank, and
reasonably acceptable to the Regular Trustees. Any Person acting as Paying Agent
shall be permitted to resign as Paying Agent upon 30 days' written notice to the
Regular Trustees and the Property Trustee. In the event that the Bank shall no
longer be the Paying Agent or a successor Paying Agent shall resign or its
authority to act be revoked, the Property Trustee shall appoint a successor that
is acceptable to the Regular Trustees to act as Paying Agent (which shall be a
bank or trust company). The Property Trustee shall cause such successor Paying
Agent or any additional Paying Agent appointed by the Property Trustee to
execute and deliver to the Trustees an instrument in which such successor Paying
Agent or additional Paying Agent shall agree with the Trustees that as Paying

                                       24
Agent, such successor Paying Agent or additional Paying Agent will hold all
sums, if any, held by it for payment to the Securityholders in trust for the
benefit of the Securityholders entitled thereto until such sums shall be paid to
such Securityholders. The Paying Agent shall return all unclaimed funds to the
Property Trustee and upon removal of a Paying Agent such Paying Agent shall also
return all funds in its possession to the Property Trustee. The provisions of
Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as
Paying Agent, for so long as the Bank shall act as Paying Agent and, to the
extent applicable, to any other paying agent appointed hereunder. Any reference
in this Agreement to the Paying Agent shall include any co-paying agent unless
the context requires otherwise.

     Section 5.10 Ownership of Common Securities by Depositor.

     On the Closing Date and on the Second Closing Date (if any), the Depositor
shall acquire and retain beneficial and record ownership of the Common
Securities. To the fullest extent permitted by law, other than a transfer in
connection with a consolidation or merger of the Depositor into another
corporation, or any conveyance, transfer or lease by the Depositor of its
properties and assets substantially as an entirety to any Person, pursuant to
Section 801 of the Indenture, any attempted transfer of the Common Securities
shall be void. The Regular Trustees shall cause each Common Securities
Certificate issued to the Depositor to contain a legend stating "THIS
CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN CERTAIN LIMITED CIRCUMSTANCES SET
FORTH IN THE TRUST AGREEMENT (AS DEFINED BELOW)."

     Section 5.11 Book-Entry Preferred Securities Certificates; Common
Securities Certificate.

     (a) The Preferred Securities Certificates, upon original issuance, will be
issued in the form of a typewritten Preferred Securities Certificate or
Certificates representing Book-Entry Preferred Securities Certificates, to be
delivered to The Depository Trust Company, the initial Clearing Agency, by, or
on behalf of, the Trust. Such Preferred Securities Certificate or Certificates
shall initially be registered on the Securities Register in the name of Cede &
Co., the nominee of the initial Clearing Agency, and no Owner will receive a
Definitive Preferred Securities Certificate representing such Owner's interest
in such Preferred Securities, except as provided in Section 5.13. Unless and
until Definitive Preferred Securities Certificates have been issued to Owners
pursuant to Section 5.13:

     (i) the provisions of this Section 5.11(a) shall be in full force and
effect;

     (ii) the Securities Registrar, the Depositor and the Trustees shall be
entitled to deal with the Clearing Agency for all purposes of this Trust
Agreement relating to the Book-Entry Preferred Securities Certificates
(including the payment of the Liquidation Amount of and Distributions or
Redemption Price on the Preferred Securities evidenced by Book-Entry Preferred
Securities Certificates and the giving of instructions or directions to Owners
of Preferred Securities evidenced by Book-Entry Preferred Securities
Certificates) as the sole Holder of Preferred Securities evidenced by Book-Entry
Preferred Securities Certificates and shall have no obligations to the Owners
thereof;

                                       25
(iii) to the extent that the provisions of this Section 5.11 conflict with
any other provisions of this Trust Agreement, the provisions of this Section
5.11 shall control; and

     (iv) the rights of the Owners of the Book-Entry Preferred Securities
Certificates shall be exercised only through the Clearing Agency and shall be
limited to those established by law and agreements between such Owners and the
Clearing Agency and/or the Clearing Agency Participants. Pursuant to the
Certificate Depository Agreement, unless and until Definitive Preferred
Securities Certificates are issued pursuant to Section 5.13, the initial
Clearing Agency will make book-entry transfers among the Clearing Agency
Participants and receive and transmit payments on the Preferred Securities to
such Clearing Agency Participants.

     (b) A single Common Securities Certificate representing the Common
Securities shall be issued to the Depositor in the form of a definitive Common
Securities Certificate.

     Section 5.12 Notices to Clearing Agency.

     To the extent that a notice or other communication to the Owners is
required under this Trust Agreement, unless and until Definitive Preferred
Securities Certificates shall have been issued to Owners pursuant to Section
5.13, the Trustees shall give all such notices and communications specified
herein to be given to Owners to the Clearing Agency, and shall have no
obligations to the Owners.

     Section 5.13 Definitive Preferred Securities Certificates.

     If (a) the Depositor advises the Trustees in writing that the Clearing
Agency is no longer willing or able to properly discharge its responsibilities
with respect to the Preferred Securities Certificates, and the Depositor is
unable to locate a qualified successor, (b) the Depositor at its option advises
the Trustees in writing that it elects to terminate the book-entry system
through the Clearing Agency or (c) after the occurrence of an Indenture Event of
Default, Owners of Preferred Securities Certificates representing beneficial
interests aggregating at least a majority of the aggregate Liquidation Amount of
the Outstanding Preferred Securities advise the Regular Trustees in writing that
the continuation of a book-entry system through the Clearing Agency is no longer
in the best interest of the Owners of Preferred Securities Certificates, then
the Regular Trustees shall notify the Clearing Agency and the Clearing Agency
shall notify all Owners of Preferred Securities Certificates and the other
Trustees of the occurrence of any such event and of the availability of the
Definitive Preferred Securities Certificates to Owners of such class or classes,
as applicable, requesting the same. Upon surrender to the Regular Trustees or
the Securities Registrar of the typewritten Preferred Securities Certificate or
Certificates representing the Book Entry Preferred Securities Certificates by
the Clearing Agency, accompanied by registration instructions, the Regular
Trustees, or any one of them, shall execute the Definitive Preferred Securities
Certificates in accordance with the instructions of the Clearing Agency. Neither
the Securities Registrar nor the Trustees shall be liable for any delay in

                                       26
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Preferred Securities Certificates, the Trustees shall recognize the Holders of
the Definitive Preferred Securities Certificates as Securityholders. The
Definitive Preferred Securities Certificates shall be printed, lithographed or
engraved or may be produced in any other manner as is reasonably acceptable to
the Regular Trustees, as evidenced by the execution thereof by the Regular
Trustees or any one of them.

     Section 5.14 Rights of Securityholders.

     (a) The legal title to the Trust Property is vested exclusively in the
Property Trustee (in its capacity as such) in accordance with Section 2.9, and
the Securityholders shall not have any right or title therein other than the
undivided beneficial interest in the assets of the Trust conferred by their
Trust Securities and they shall have no right to call for any partition or
division of property, profits or rights of the Trust except as described below.
The Trust Securities shall be personal property giving only the rights
specifically set forth therein and in this Trust Agreement. The Trust Securities
shall have no preemptive or similar rights and when issued and delivered to
Securityholders against payment of the purchase price therefor will be fully
paid and nonassessable by the Trust. The Holders of the Trust Securities, in
their capacities as such, shall be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware.

     (b) For so long as any Preferred Securities remain Outstanding, if, upon an
Indenture Event of Default, the Indenture Trustee fails or the holders of not
less than 25% in principal amount of the outstanding Notes fail to declare the
principal of all of the Notes to be immediately due and payable, the Holders of
at least 25% in aggregate Liquidation Amount of the Preferred Securities then
Outstanding shall have such right by a notice in writing to the Depositor and
the Indenture Trustee; and upon any such declaration such principal amount of
and the accrued interest on all of the Notes shall become immediately due and
payable, provided that the payment of principal and interest on such Notes shall
remain subordinated to the extent provided in the Indenture.

     At any time after such a declaration of acceleration with respect to the
Notes has been made and before a judgment or decree for payment of the money due
has been obtained by the Indenture Trustee as in the Indenture provided, the
Holders of a majority in aggregate Liquidation Amount of the Outstanding
Preferred Securities, by written notice to the Property Trustee, the Depositor
and the Indenture Trustee, may rescind and annul such declaration and its
consequences if:

     (i) the Depositor has paid or deposited with the Indenture Trustee a sum
sufficient to pay

     (A)  all overdue installments of interest (including any Additional
          Interest (as defined in the Indenture)) on all of the Notes,

                                       27
(B)  the principal of any Notes which have become due otherwise than by
          such declaration of acceleration and interest thereon at the rate
          borne by the Notes, and

     (C)  all sums paid or advanced by the Indenture Trustee under the Indenture
          and the reasonable compensation, expenses, disbursements and advances
          of the Indenture Trustee and the Property Trustee, their agents and
          counsel; and

     (ii) all Events of Default with respect to the Notes, other than the
non-payment of the principal of the Notes which has become due solely by such
acceleration, have been cured or waived as provided in Section 513 of the
Indenture.

     The Holders of a majority in aggregate Liquidation Amount of the
Outstanding Preferred Securities may, on behalf of the Holders of all the
Outstanding Preferred Securities, waive any past default under the Indenture,
except a default in the payment of principal or interest on the Notes (unless
such default has been cured and a sum sufficient to pay all matured installments
of interest and principal due otherwise than by acceleration has been deposited
with the Indenture Trustee) or a default in respect of a covenant or provision
which under the Indenture cannot be modified or amended without the consent of
the holder of each outstanding Note. No such rescission shall affect any
subsequent default or impair any right consequent thereon.

     Upon receipt by the Property Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, by Holders of the Preferred
Securities all or part of which is represented by Book-Entry Preferred
Securities Certificates, a record date shall be established for determining
Holders of Outstanding Preferred Securities entitled to join in such notice,
which record date shall be at the close of business on the day the Property
Trustee receives such notice. The Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such
notice, whether or not such Holders remain Holders after such record date;
provided, that, unless such declaration of acceleration, or rescission and
annulment, as the case may be, shall have become effective by virtue of the
requisite percentage having joined in such notice prior to the day which is 90
days after such record date, such notice of declaration of acceleration, or
rescission and annulment, as the case may be, shall automatically and without
further action by any Holder be canceled and of no further effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
after expiration of such 90-day period, a new written notice of declaration of
acceleration, or rescission and annulment thereof, as the case may be, that is
identical to a written notice which has been canceled pursuant to the proviso to
the preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 5.14(b).

     (c) For so long as any Preferred Securities remain Outstanding, to the
fullest extent permitted by law and subject to the terms of this Trust Agreement
and the Indenture, upon an Indenture Event of Default specified in Section 501
(1) or (2) of the Indenture, any Holder of Preferred Securities shall have the

                                       28
right to institute a proceeding directly against the Depositor, pursuant to
Section 508 of the Indenture, for enforcement of payment to such Holder of the
principal amount of or interest on Notes having a principal amount equal to the
Liquidation Amount of the Preferred Securities of such Holder (a "Direct
Action"). Except as set forth in Section 5.14(b) and this Section 5.14(c), the
Holders of Preferred Securities shall have no right to exercise directly any
right or remedy available to the holders of, or in respect of, the Notes.

                                   ARTICLE VI

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

     Section 6.1 Limitations on Voting Rights.

     (a) Except as provided in this Section, in Sections 2.7, 5.14, 8.10 and
10.2 and in the Indenture and as otherwise required by law, no Holder of
Preferred Securities shall have any right to vote or in any manner otherwise
control the administration, operation and management of the Trust or the
obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Trust Securities Certificates, be construed so as
to constitute the Securityholders from time to time as partners or members of an
association.

     (b) So long as any Notes are held by the Property Trustee, the Trustees
shall not (i) direct the time, method and place of conducting any proceeding for
any remedy available to the Indenture Trustee, or executing any trust or power
conferred on the Property Trustee with respect to such Notes, (ii) waive any
past default which is waivable under Section 513 of the Indenture, (iii)
exercise any right to rescind or annul a declaration that the principal of all
the Notes shall be due and payable or (iv) consent to any amendment,
modification or termination of the Indenture or the Notes, where such consent
shall be required, without, in each case, obtaining the prior approval of the
Holders of a majority in aggregate Liquidation Amount of all Outstanding
Preferred Securities, provided, however, that where a consent under the
Indenture would require the consent of each Holder of Notes affected thereby, no
such consent shall be given by the Property Trustee without the prior written
consent of each Holder of Preferred Securities. The Trustees shall not revoke
any action previously authorized or approved by a vote of the Holders of
Preferred Securities, except by a subsequent vote of the Holders of Preferred
Securities. The Property Trustee shall notify all Holders of the Preferred
Securities of any notice of default received from the Indenture Trustee with
respect to the Notes. In addition to obtaining the foregoing approvals of the
Holders of the Preferred Securities, prior to taking any of the foregoing
actions, the Trustees shall, at the expense of the Depositor, obtain an Opinion
of Counsel experienced in such matters to the effect that such action shall not
cause the Trust to fail to be classified as a grantor trust for United States
Federal income tax purposes.

     (c) If any proposed amendment to this Trust Agreement provides for, or the
Trustees otherwise propose to effect, (i) any action that would adversely affect
in any material respect the powers, preferences or special rights of the
Preferred Securities, whether by way of amendment to this Trust Agreement or

                                       29
otherwise, or (ii) the dissolution, winding-up or termination of the Trust,
other than pursuant to the terms of this Trust Agreement, then the Holders of
Outstanding Preferred Securities as a class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of the Holders of at least a majority in aggregate
Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any
other provision of this Trust Agreement, no amendment to this Trust Agreement
may be made if, as a result of such amendment, it would cause the Trust to fail
to be classified as a grantor trust for United States Federal income tax
purposes.

     Section 6.2 Notice of Meetings.

     Notice of all meetings of the Preferred Securityholders, stating the time,
place and purpose of the meeting, shall be given by the Property Trustee
pursuant to Section 10.8 to each Preferred Securityholder of record, at his
registered address, at least 15 days and not more than 90 days before the
meeting. At any such meeting, any business properly before the meeting may be so
considered whether or not stated in the notice of the meeting. Any adjourned
meeting may be held as adjourned without further notice.

     Section 6.3 Meetings of Preferred Securityholders.

     No annual meeting of Securityholders is required to be held. The Property
Trustee, however, shall call a meeting of Preferred Securityholders to vote on
any matter upon the written request of the Preferred Securityholders of record
of 25% or more of the Preferred Securities (based upon their aggregate
Liquidation Amount) and the Regular Trustees or the Property Trustee may, at any
time in their discretion, call a meeting of Preferred Securityholders to vote on
any matters as to which Preferred Securityholders are entitled to vote.

     Preferred Securityholders of record of 50% of the Outstanding Preferred
Securities (based upon their aggregate Liquidation Amount), present in person or
by proxy, shall constitute a quorum at any meeting of Securityholders.

     If a quorum is present at a meeting, an affirmative vote by the Preferred
Securityholders of record present, in person or by proxy, holding a majority of
the Preferred Securities (based upon their aggregate Liquidation Amount) held by
the Preferred Securityholders of record present, either in person or by proxy,
at such meeting shall constitute the action of the Preferred Securityholders,
unless this Trust Agreement requires a greater number of affirmative votes.

     Section 6.4 Voting Rights.

     Securityholders shall be entitled to one vote for each $25 of Liquidation
Amount represented by their Trust Securities in respect of any matter as to
which such Securityholders are entitled to vote.

                                       30
Section 6.5 Proxies, etc.

     At any meeting of Securityholders, any Securityholder entitled to vote
thereat may vote by proxy, provided that no proxy shall be voted at any meeting
unless it shall have been placed on file with the Property Trustee, or with such
other officer or agent of the Trust as the Property Trustee may direct, for
verification prior to the time at which such vote shall be taken. Pursuant to a
resolution of the Property Trustee, proxies may be solicited in the name of the
Property Trustee or one or more officers of the Property Trustee. Only
Securityholders of record shall be entitled to vote. When Trust Securities are
held jointly by several persons, any one of them may vote at any meeting in
person or by proxy in respect of such Trust Securities, but if more than one of
them shall be present at such meeting in person or by proxy, and such joint
owners or their proxies so present disagree as to any vote to be cast, such vote
shall not be received in respect of such Trust Securities. A proxy purporting to
be executed by or on behalf of a Securityholder shall be deemed valid unless
challenged at or prior to its exercise, and the burden of proving invalidity
shall rest on the challenger. No proxy shall be valid more than three years
after its date of execution.

     Section 6.6 Securityholder Action by Written Consent.

     Any action which may be taken by Securityholders at a meeting may be taken
without a meeting and without prior notice if Securityholders holding a majority
of all Outstanding Trust Securities (based upon their Liquidation Amount)
entitled to vote in respect of such action (or such larger proportion thereof as
shall be required by any express provision of this Trust Agreement) shall
consent to the action in writing.

     Section 6.7 Record Date for Voting and Other Purposes.

     For the purposes of determining the Securityholders who are entitled to
notice of and to vote at any meeting or to act by written consent, or to
participate in any distribution on the Trust Securities in respect of which a
record date is not otherwise provided for in this Trust Agreement, or for the
purpose of any other action, the Regular Trustees or the Property Trustee may
from time to time fix a date, not more than 90 days prior to the date of any
meeting of Securityholders or the payment of a distribution or other action, as
the case may be, as a record date for the determination of the identity of the
Securityholders of record for such purposes.

     Section 6.8 Acts of Securityholders.

     Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Trust Agreement to be given, made or
taken by Securityholders or Owners may be embodied in and evidenced by one or
more written instruments of substantially similar tenor signed by such
Securityholders or Owners in person or by an agent duly appointed in writing;
and, except as otherwise expressly provided herein, such action shall become
effective when such written instrument or instruments are delivered to the
Property Trustee. Such written instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Securityholders or Owners signing such written instrument or

                                       31
instruments. Proof of execution of any such written instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Trust
Agreement and (subject to Section 8.1) conclusive in favor of the Trustees, if
made in the manner provided in this Section.

     The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which any Trustee receiving the same deems sufficient.

     The ownership of Preferred Securities shall be proved by the Securities
Register.

     Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Securityholder of any Trust Security shall bind every future
Securityholder of the same Trust Security and the Securityholder of every Trust
Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustees or the Trust in reliance thereon, whether or not
notation of such action is made upon such Trust Security.

     Without limiting the foregoing, a Securityholder entitled hereunder to take
any action hereunder with regard to any particular Trust Security may do so with
regard to all or any part of the Liquidation Amount of such Trust Security or by
one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such liquidation amount.

     If any dispute arises between the Securityholders and the Property Trustee
or among such Securityholders or the Trustees with respect to the authenticity,
validity or binding nature of any request, demand, authorization, direction,
consent, waiver or other Act of such Securityholder or Trustee under this
Article VI, then the determination of such matter by the Property Trustee shall
be conclusive and binding with respect to such matter.

     Section 6.9. Inspection of Records.

     Upon reasonable notice to the Regular Trustees and the Property Trustee,
the records of the Trust shall be open to inspection by Securityholders during
normal business hours for any purpose reasonably related to such
Securityholder's interest as a Securityholder.

                                       32
ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

     Section 7.1 Representations and Warranties of the Property Trustee and the
Delaware Trustee.

     The Property Trustee and the Delaware Trustee, each severally on behalf of
and as to itself, hereby represents and warrants for the benefit of the
Depositor and the Securityholders that:

     (a) the Property Trustee is a New York banking corporation validly existing
and in good standing under the laws of the State of New York;

     (b) the Property Trustee has the requisite power and authority to execute,
deliver and perform its obligations under this Trust Agreement and has taken all
necessary action to authorize the execution, delivery and performance by it of
this Trust Agreement;

     (c) the Delaware Trustee is a Delaware banking corporation duly organized,
validly existing and in good standing in the State of Delaware;

     (d) the Delaware Trustee has full corporate power, authority and legal
right to execute, deliver and perform its obligations under this Trust Agreement
and has taken all necessary action to authorize the execution, delivery and
performance by it of this Trust Agreement;

     (e) this Trust Agreement has been duly authorized, executed and delivered
by the Property Trustee and the Delaware Trustee and constitutes the valid and
legally binding agreement of each of the Property Trustee and the Delaware
Trustee enforceable against each of them in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles;

     (f) the execution, delivery and performance of this Trust Agreement has
been duly authorized by all necessary corporate or other action on the part of
the Property Trustee and the Delaware Trustee and does not require any approval
of stockholders of the Property Trustee or the Delaware Trustee;

     Section 7.2 Representations and Warranties of Depositor.

     The Depositor hereby represents and warrants that:

     (a) this Trust Agreement has been duly authorized, executed and delivered
by the Depositor and constitutes the valid and legally binding agreement of the
Depositor enforceable against it in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles;

                                       33
(b) the Trust Securities Certificates issued on the Closing Date and the
Second Closing Date (if any) on behalf of the Trust have been duly authorized
and will have been duly and validly executed, issued and delivered by the
Trustees pursuant to the terms and provisions of, and in accordance with the
requirements of, this Trust Agreement and the Securityholders will be, as of
each such date, entitled to the benefits of this Trust Agreement; and

     (c) there are no taxes, fees or other governmental charges payable by the
Trust (or the Trustees on behalf of the Trust) under the laws of the State of
Delaware or any political subdivision thereof in connection with the execution,
delivery and performance by the Property Trustee or the Delaware Trustee, as the
case may be, of this Trust Agreement.

                                  ARTICLE VIII

                                  THE TRUSTEES

     Section 8.1 Certain Duties and Responsibilities.

     (a) The duties and responsibilities of the Trustees shall be as provided by
this Trust Agreement and, in the case of the Property Trustee, subject to the
Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust
Agreement shall require the Trustees to expend or risk their own funds or
otherwise incur any financial liability in the performance of any of their
duties hereunder, or in the exercise of any of their rights or powers, if they
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
them. Whether or not therein expressly so provided, every provision of this
Trust Agreement relating to the conduct or affecting the liability of or
affording protection to the Trustees shall be subject to the provisions of this
Section. Nothing in this Trust Agreement shall be construed to release a Trustee
from liability for its own negligent action, its own negligent failure to act,
or its own willful misconduct. To the extent that, at law or in equity, a
Trustee has duties (including fiduciary duties) and liabilities relating thereto
to the Trust or to the Securityholders, such Trustee shall not be liable to the
Trust or to any Securityholder for such Trustee's good faith reliance on the
provisions of this Trust Agreement. The provisions of this Trust Agreement, to
the extent that they restrict the duties and liabilities of the Trustees
otherwise existing at law or in equity, are agreed by the Depositor and the
Securityholders to replace such other duties and liabilities of the Trustees.

     (b) All payments made by the Property Trustee or a Paying Agent in respect
of the Trust Securities shall be made only from the revenue and proceeds from
the Trust Property and only to the extent that there shall be sufficient revenue
or proceeds from the Trust Property to enable the Property Trustee or a Paying
Agent to make payments in accordance with the terms hereof. Each Securityholder,
by its acceptance of a Trust Security, agrees that it will look solely to the
revenue and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that the Trustees are not personally

                                       34
liable to it for any amount distributable in respect of any Trust Security or
for any other liability in respect of any Trust Security. This Section 8.1(b)
does not limit the liability of the Trustees expressly set forth elsewhere in
this Trust Agreement or, in the case of the Property Trustee, in the Trust
Indenture Act.

     (c) No provision of this Trust Agreement shall be construed to relieve the
Property Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

     (i) the Property Trustee shall not be liable for any error of judgment made
in good faith by an authorized officer of the Property Trustee, unless it shall
be proved that the Property Trustee was negligent in ascertaining the pertinent
facts;

     (ii) the Property Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of not less than a majority in aggregate Liquidation
Amount of the Trust Securities relating to the time, method and place of
conducting any proceeding for any remedy available to the Property Trustee, or
exercising any trust or power conferred upon the Property Trustee under this
Trust Agreement;

     (iii) the Property Trustee's sole duty with respect to the custody, safe
keeping and physical preservation of the Notes and the Payment Account shall be
to deal with such Property in a similar manner as the Property Trustee deals
with similar property for its own account, subject to the protections and
limitations on liability afforded to the Property Trustee under this Trust
Agreement and the Trust Indenture Act;

     (iv) the Property Trustee shall not be liable for any interest on any money
received by it except as it may otherwise agree with the Depositor; and money
held by the Property Trustee need not be segregated from other funds held by it
except in relation to the Payment Account maintained by the Property Trustee
pursuant to Section 3.1 and except to the extent otherwise required by law; and

     (v) the Property Trustee shall not be responsible for monitoring the
compliance by the Regular Trustees or the Depositor with their respective duties
under this Trust Agreement, nor shall the Property Trustee be liable for the
default or misconduct of the Regular Trustees or the Depositor.

     Section 8.2 Certain Notices.

     Within 90 days after the occurrence of any Event of Default actually known
to the Property Trustee, the Property Trustee shall transmit, in the manner and
to the extent provided in Section 10.8, notice of such Event of Default to the
Securityholders, the Regular Trustees and the Depositor, unless such Event of
Default shall have been cured or waived.

                                       35
Within five Business Days after the receipt of notice of the Depositor's
exercise of its right to defer the payment of interest on the Notes pursuant to
the Indenture, the Property Trustee shall transmit, in the manner and to the
extent provided in Section 10.8, notice of such exercise to the Securityholders
and the Regular Trustees, unless such exercise shall have been revoked.

     Section 8.3 Certain Rights of Property Trustee.

     Subject to the provisions of Section 8.1:

     (a) the Property Trustee may conclusively rely and shall be fully protected
in acting or refraining from acting in good faith upon any resolution, Opinion
of Counsel, certificate, written representation of a Holder or transferee,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties;

     (b) if (i) in performing its duties under this Trust Agreement the Property
Trustee is required to decide between alternative courses of action or (ii) in
construing any of the provisions of this Trust Agreement the Property Trustee
finds the same ambiguous or inconsistent with any other provisions contained
herein or (iii) the Property Trustee is unsure of the application of any
provision of this Trust Agreement, then, except as to any matter as to which the
Preferred Securityholders are entitled to vote under the terms of this Trust
Agreement, the Property Trustee shall take such action, or refrain from taking
such action, not inconsistent with this Trust Agreement as it shall deem
advisable and in the best interests of the Securityholders, in which event the
Property Trustee shall have no liability except for its own bad faith,
negligence or willful misconduct;

     (c) any direction or act of the Depositor or the Regular Trustees
contemplated by this Trust Agreement shall be sufficiently evidenced by an
Officer's Certificate;

     (d) whenever in the administration of this Trust Agreement, the Property
Trustee shall deem it desirable that a matter be established before undertaking,
suffering or omitting any action hereunder, the Property Trustee (unless other
evidence is herein specifically prescribed) may, in the absence of bad faith on
its part, request and rely upon an Officer's Certificate which, upon receipt of
such request, shall be promptly delivered by the Depositor or the Regular
Trustees;

     (e) the Property Trustee shall have no duty to see to any recording, filing
or registration of any instrument (including any financing or continuation
statement or any filing under tax or securities laws) or any rerecording,
refiling or reregistration thereof;

                                       36
(f) the Property Trustee may consult with counsel (which counsel may be
counsel to the Depositor or any of its Affiliates, and may include any of its
employees) and the advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon and in
accordance with such advice, such counsel may be counsel to the Depositor or any
of its Affiliates, and may include any of its employees; the Property Trustee
shall have the right at any time to seek instructions concerning the
administration of this Trust Agreement from any court of competent jurisdiction;

     (g) the Property Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Trust Agreement at the request or
direction of any of the Securityholders pursuant to this Trust Agreement, unless
such Securityholders shall have offered to the Property Trustee reasonable
security or indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;

     (h) the Property Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, note or other evidence of indebtedness or other paper or document,
unless requested in writing to do so by one or more Securityholders;

     (i) the Property Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through its agents or
attorneys, provided that the Property Trustee shall be responsible for its own
negligence or recklessness with respect to selection of any agent or attorney
appointed by it hereunder in due care;

     (j) whenever in the administration of this Trust Agreement the Property
Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right or taking any other action hereunder the Property
Trustee (i) may request written instructions from the Holders of the Trust
Securities which written instructions may only be given by the Holders of the
same proportion in aggregate Liquidation Amount of the Trust Securities as would
be entitled to direct the Property Trustee under the terms of the Trust
Securities in respect of such remedy, right or action, (ii) may refrain from
enforcing such remedy or right or taking such other action until such written
instructions are received, and (iii) shall be protected in acting in accordance
with such written instructions; and

     (k) except as otherwise expressly provided by this Trust Agreement, the
Property Trustee shall not be under any obligation to take any action that is
discretionary under the provisions of this Trust Agreement.

     No provision of this Trust Agreement shall be deemed to impose any duty or
obligation on the Property Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it, in any jurisdiction
in which it shall be illegal, or in which the Property Trustee shall be

                                       37
unqualified or incompetent in accordance with applicable law, to perform any
such act or acts, or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Property Trustee shall be
construed to be a duty.

     Section 8.4 Not Responsible for Recitals or Issuance of Securities.

     The recitals contained herein and in the Trust Securities Certificates
shall be taken as the statements of the Depositor, and the Trustees do not
assume any responsibility for their correctness. The Trustees shall not be
accountable for the use or application by the Depositor of the proceeds of the
Notes.

     Section 8.5 May Hold Securities.

     Any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust
Securities and, subject to Sections 8.8 and 8.13 and except as provided in the
definition of the term "Outstanding" in Article I, may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such other
agent.

     Section 8.6 Compensation; Indemnity; Fees.

     The Depositor agrees:

     (a) to pay to the Trustees from time to time reasonable compensation for
all services rendered by them hereunder (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust);

     (b) except as otherwise expressly provided herein, to reimburse the
Trustees upon request for all reasonable expenses, disbursements and advances
incurred or made by the Trustees in accordance with any provision of this Trust
Agreement (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith; and

     (c) to the fullest extent permitted by applicable law, to indemnify and
hold harmless (i) each Trustee, (ii) any Affiliate of any Trustee, (iii) any
officer, director, shareholder, employee, representative or agent of any
Trustee, and (iv) any employee or agent of the Trust or its Affiliates,
(referred to herein as an "Indemnified Person") from and against any loss,
damage, liability, tax, penalty, expense or claim of any kind or nature
whatsoever incurred by such Indemnified Person by reason of the creation,
operation or termination of the Trust or any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Trust and in a
manner such Indemnified Person reasonably believed to be within the scope of
authority conferred on such Indemnified Person by this Trust Agreement, except
that no Indemnified Person shall be entitled to be indemnified in respect of any
loss, damage or claim incurred by such Indemnified Person by reason of
negligence or willful misconduct with respect to such acts or omissions.

                                       38
The provisions of this Section 8.6 shall survive the termination of this
Trust Agreement or the resignation or removal of any Trustee.

     No Trustee may claim any lien or charge on any Trust Property as a result
of any amount due pursuant to this Section 8.6.

     The Depositor and any Trustee (subject to Section 8.8) may engage in or
possess an interest in other business ventures of any nature or description,
independently or with others, similar or dissimilar to the business of the
Trust, and the Trust and the Holders of Trust Securities shall have no rights by
virtue of this Trust Agreement in and to such independent ventures or the income
or profits derived therefrom, and the pursuit of any such venture, even if
competitive with the business of the Trust, shall not be deemed wrongful or
improper. Neither the Depositor, nor any Trustee, shall be obligated to present
any particular investment or other opportunity to the Trust even if such
opportunity is of a character that, if presented to the Trust, could be taken by
the Trust, and the Depositor or any Trustee shall have the right to take for its
own account (individually or as a partner or fiduciary) or to recommend to
others any such particular investment or other opportunity. Any Trustee may
engage or be interested in any financial or other transaction with the Depositor
or any Affiliate of the Depositor, or may act as depository for, trustee or
agent for, or act on any committee or body of holders of, securities or other
obligations of the Depositor or its Affiliates.

     Section 8.7 Corporate Property Trustee Required; Eligibility of Trustees.

     (a) There shall at all times be a Property Trustee hereunder. The Property
Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act
to act as such and has a combined capital and surplus of at least $50,000,000.
If any such Person publishes reports of condition at least annually, pursuant to
law or to the requirements of its supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such Person
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Property Trustee
with respect to the Trust Securities shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

     (b) There shall at all times be one or more Regular Trustees hereunder.
Each Regular Trustee shall be a natural person at least 21 years of age who is
an officer of the Depositor.

     (c) There shall at all times be a Delaware Trustee. The Delaware Trustee
shall either be (i) a natural person who is at least 21 years of age and a
resident of the State of Delaware or (ii) a legal entity with its principal
place of business in the State of Delaware and that otherwise meets the
requirements of applicable Delaware law that shall act through one or more
persons authorized to bind such entity.

                                       39
Section 8.8 Conflicting Interests.

     If the Property Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Property Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Trust
Agreement. The Indenture and the Guarantee are hereby excluded for purposes of
Section 310(b)(1) of the Trust Indenture Act.

     Section 8.9 Co-Trustees and Separate Trustee.

     Unless an Event of Default shall have occurred and be continuing, at any
time or times, for the purpose of meeting the legal requirements of the Trust
Indenture Act or of any jurisdiction in which any part of the Trust Property may
at the time be located, the Depositor and the Regular Trustees, by agreed action
of the majority of such Trustees, shall have power to appoint, and upon the
written request of the Regular Trustees, the Depositor shall for such purpose
join with the Regular Trustees in the execution, delivery, and performance of
all instruments and agreements necessary or proper to appoint, one or more
Persons approved by the Property Trustee either to act as co-trustee, jointly
with the Property Trustee, of all or any part of such Trust Property, or to the
extent required by law to act as separate trustee of any such property, in
either case with such powers as may be provided in the instrument of
appointment, and to vest in such Person or Persons in the capacity aforesaid,
any property, title, right or power deemed necessary or desirable, subject to
the other provisions of this Section. If the Depositor does not join in such
appointment within 15 days after the receipt by it of a request so to do, or in
case an Indenture Event of Default has occurred and is continuing, the Property
Trustee alone shall have power to make such appointment. Any co-trustee or
separate trustee appointed pursuant to this Section shall either be (i) a
natural person who is at least 21 years of age and a resident of the United
States or (ii) a legal entity with its principal place of business in the United
States that shall act through one or more persons authorized to bind such
entity.

     Should any written instrument from the Depositor be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such property, title, right, or power, any and
all such instruments shall, on request, be executed, acknowledged and delivered
by the Depositor.

     Every co-trustee or separate trustee shall, to the extent permitted by law,
but to such extent only, be appointed subject to the following terms, namely:

     (a) The Trust Securities shall be executed and delivered and all rights,
powers, duties, and obligations hereunder in respect of the custody of
securities, cash and other personal property held by, or required to be
deposited or pledged with, the Trustees specified hereunder shall be exercised
solely by such Trustees and not by such co-trustee or separate trustee.

                                       40
(b) The rights, powers, duties, and obligations hereby conferred or imposed
upon the Property Trustee in respect of any property covered by such appointment
shall be conferred or imposed upon and exercised or performed by the Property
Trustee or by the Property Trustee and such co-trustee or separate trustee
jointly, as shall be provided in the instrument appointing such co-trustee or
separate trustee, except to the extent that under any law of any jurisdiction in
which any particular act is to be performed, the Property Trustee shall be
incompetent or unqualified to perform such act, in which event such rights,
powers, duties and obligations shall be exercised and performed by such
co-trustee or separate trustee.

     (c) The Property Trustee at any time, by an instrument in writing executed
by it, with the written concurrence of the Depositor, may accept the resignation
of or remove any co-trustee or separate trustee appointed under this Section,
and, in case an Indenture Event of Default has occurred and is continuing, the
Property Trustee shall have power to accept the resignation of, or remove, any
such co-trustee or separate trustee without the concurrence of the Depositor.
Upon the written request of the Property Trustee, the Depositor shall join with
the Property Trustee in the execution, delivery and performance of all
instruments and agreements necessary or proper to effectuate such resignation or
removal. A successor to any co-trustee or separate trustee so resigned or
removed may be appointed in the manner provided in this Section.

     (d) No co-trustee or separate trustee hereunder shall be personally liable
by reason of any act or omission of the Property Trustee or any other trustee
hereunder.

     (e) The Property Trustee shall not be liable by reason of any act of a
co-trustee or separate trustee.

     (f) Any Act of Holders delivered to the Property Trustee shall be deemed to
have been delivered to each such co-trustee and separate trustee.

     Section 8.10 Resignation and Removal; Appointment of Successor.

     No resignation or removal of any Trustee (the "Relevant Trustee") and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 8.11.

     Subject to the immediately preceding paragraph, the Relevant Trustee may
resign at any time by giving written notice thereof to the Securityholders and
the other Trustees. If the instrument of acceptance by the successor Trustee
required by Section 8.11 shall not have been delivered to the Relevant Trustee
within 30 days after the giving of such notice of resignation, the Relevant
Trustee may petition, at the expense of the Trust, any court of competent
jurisdiction for the appointment of a successor Relevant Trustee.

     Unless an Indenture Event of Default shall have occurred and be continuing,
any Trustee may be removed at any time by Act of the Common Securityholder. If

                                       41
an Indenture Event of Default shall have occurred and be continuing, the
Property Trustee or the Delaware Trustee, or both of them, may be removed at
such time by Act of the Holders of a majority in aggregate Liquidation Amount of
the Outstanding Preferred Securities, delivered to the Relevant Trustee (in its
individual capacity and on behalf of the Trust). A Regular Trustee may be
removed by the Common Securityholder at any time.

     If any Trustee shall resign, be removed or become incapable of acting as
Trustee, or if a vacancy shall occur in the office of any Trustee for any cause,
at a time when no Indenture Event of Default shall have occurred and be
continuing, the Common Securityholder, by Act of the Common Securityholder
delivered to the retiring Trustee, shall promptly appoint a successor Trustee or
Trustees, which successor Trustee shall be domiciled outside of the State of
California, and the retiring Trustee shall comply with the applicable
requirements of Section 8.11. If the Property Trustee or the Delaware Trustee
shall resign, be removed or become incapable of continuing to act as the
Property Trustee or the Delaware Trustee, as the case may be, at a time when an
Indenture Event of Default shall have occurred and be continuing, the Preferred
Securityholders, by Act of the Securityholders of a majority in aggregate
Liquidation Amount of the Preferred Securities then Outstanding delivered to the
retiring Relevant Trustee, shall promptly appoint a successor Relevant Trustee
or Trustees, and such successor Trustee shall comply with the applicable
requirements of Section 8.11. If a Regular Trustee shall resign, be removed or
become incapable of acting as Regular Trustee, at a time when an Indenture Event
of Default shall have occurred and be continuing, the Common Securityholder by
Act of the Common Securityholder delivered to the Regular Trustee shall promptly
appoint a successor Regular Trustee and such successor Regular Trustee shall
comply with the applicable requirements of Section 8.11. If no successor
Relevant Trustee shall have been so appointed by the Common Securityholder or
the Preferred Securityholders and accepted appointment in the manner required by
Section 8.11, any Securityholder who has been a Securityholder of Trust
Securities for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Relevant Trustee.

     The Property Trustee shall, at the expense of the Depositor, give notice of
each resignation and each removal of a Trustee and each appointment of a
successor Trustee to all Securityholders in the manner provided in Section 10.8
and shall give notice to the Depositor. Each notice shall include the name of
the successor Relevant Trustee and the address of its Corporate Trust Office if
it is the Property Trustee.

     Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Regular Trustee or a Delaware Trustee who is a
natural person dies or becomes, in the opinion of the Depositor, incompetent or
incapacitated, the vacancy created by such death, incompetence or incapacity may
be filled by (a) the unanimous act of the remaining Regular Trustees if there
are at least two of them or (b) otherwise by the Depositor (with the successor
in each case being a Person who satisfies the eligibility requirement for
Regular Trustee or Delaware Trustee, as the case may be, set forth in Section
8.7).

                                       42
Section 8.11 Acceptance of Appointment by Successor.

     In case of the appointment hereunder of a successor Relevant Trustee, the
retiring Relevant Trustee and each successor Relevant Trustee with respect to
the Trust Securities shall execute and deliver an amendment hereto wherein each
successor Relevant Trustee shall accept such appointment and which (a) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Relevant Trustee all the rights,
powers, trusts and duties of the retiring Relevant Trustee with respect to the
Trust Securities and the Trust and (b) shall add to or change any of the
provisions of this Trust Agreement as shall be necessary to provide for or
facilitate the administration of the Trust by more than one Relevant Trustee, it
being understood that nothing herein or in such amendment shall constitute such
Relevant Trustees co-trustees and upon the execution and delivery of such
amendment the resignation or removal of the retiring Relevant Trustee shall
become effective to the extent provided therein and each such successor Relevant
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Relevant Trustee; but,
on request of the Trust or any successor Relevant Trustee such retiring Relevant
Trustee shall duly assign, transfer and deliver to such successor Relevant
Trustee all Trust Property, all proceeds thereof and money held by such retiring
Relevant Trustee hereunder with respect to the Trust Securities and the Trust.

     Upon request of any such successor Relevant Trustee, the Trust shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Relevant Trustee all such rights, powers and trusts
referred to in the first or second preceding paragraph, as the case may be.

     No successor Relevant Trustee shall accept its appointment unless at the
time of such acceptance such successor Relevant Trustee shall be qualified and
eligible under this Article.

     Section 8.12 Merger, Conversion, Consolidation or Succession to Business.

     Any corporation into which the Property Trustee or the Delaware Trustee may
be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such Trustee
shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of such Trustee, shall be the successor of such Trustee
hereunder, provided such corporation shall be otherwise qualified and eligible
under this Article, without the execution or filing of any paper or any further
act on the part of any of the parties hereto.

     Section 8.13 Preferential Collection of Claims Against Depositor or Trust.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other

                                       43
similar judicial proceeding relative to the Trust or any other obligor upon the
Trust Securities or the property of the Trust or of such other obligor or their
creditors, the Property Trustee (irrespective of whether any Distributions on
the Trust Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Property Trustee shall
have made any demand on the Trust for the payment of any past due Distributions)
shall be entitled and empowered, to the fullest extent permitted by law, by
intervention in such proceeding or otherwise:

     (a) to file and prove a claim for the whole amount of any Distributions
owing and unpaid in respect of the Trust Securities and to file such other
papers or documents as may be necessary or advisable in order to have the claims
of the Property Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Property Trustee, its agents and
counsel) and of the Holders allowed in such judicial proceeding, and

     (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Property Trustee and, in the event the Property Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Property Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Property Trustee, its agents and counsel, and
any other amounts due the Property Trustee.

     Nothing herein contained shall be deemed to authorize the Property Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement adjustment or compensation affecting the Trust
Securities or the rights of any Holder thereof or to authorize the Property
Trustee to vote in respect of the claim of any Holder in any such proceeding.

     Section 8.14 Reports by Property Trustee.

     (a) Not later than 60 days following May 15 of each year commencing with
May 15, 2000, the Property Trustee shall transmit to all Securityholders in
accordance with Section 10.8, and to the Depositor, a brief report dated as of
such May 15 with respect to:

     (i) its eligibility under Section 8.7 or, in lieu thereof, if to the best
of its knowledge it has continued to be eligible under said Section, a written
statement to such effect; and

     (ii) any change in the property and funds in its possession as Property
Trustee since the date of its last report and any action taken by the Property
Trustee in the performance of its duties hereunder which it has not previously
reported and which in its opinion materially affects the Trust Securities.

                                       44
(b) In addition the Property Trustee shall transmit to Securityholders such
reports concerning the Property Trustee and its actions under this Trust
Agreement as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto.

     (c) A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Property Trustee with each national stock exchange, the
NASDAQ National Market or such other interdealer quotation system or
self-regulatory organization upon which the Trust Securities are listed or
traded (information regarding each such listing to be provided to the Property
Trustee by the Depositor), with the Commission and with the Depositor.

     Section 8.15 Reports to the Property Trustee.

     The Depositor and the Regular Trustees on behalf of the Trust shall provide
to the Property Trustee such documents, reports and information as required by
Section 314 of the Trust Indenture Act (if any) and the compliance certificate
required by Section 314(a) of the Trust Indenture Act in the form, in the manner
and at the times required by Section 314 of the Trust Indenture Act.

     Section 8.16 Evidence of Compliance with Conditions Precedent.

     Each of the Depositor and the Regular Trustees on behalf of the Trust shall
provide to the Property Trustee such evidence of compliance with any conditions
precedent, if any, provided for in this Trust Agreement that relate to any of
the matters set forth in Section 314 (c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to Section
314(c)(1) of the Trust Indenture Act shall be given in the form of an Officer's
Certificate.

     Section 8.17 Number of Trustees.

     (a) The number of Trustees shall initially be five, provided that the
Holder of all of the Common Securities by written instrument may increase or
decrease the number of Regular Trustees. The Property Trustee and the Delaware
Trustee may be the same Person.

     (b) If a Trustee ceases to hold office for any reason and, if such Trustee
is a Regular Trustee, the number of Regular Trustees is not reduced pursuant to
Section 8.17(a), or if the number of Trustees is increased pursuant to Section
8.17(a), a vacancy shall occur. The vacancy shall be filled with a Trustee
appointed in accordance with Section 8.10.

     (c) The death, resignation, retirement, removal, bankruptcy, incompetence
or incapacity to perform the duties of a Trustee shall not operate to annul,
dissolve or terminate the Trust. Whenever a vacancy in the number of Regular
Trustees shall occur, until such vacancy is filled by the appointment of a
Regular Trustee or Regular Trustees in accordance with Section 8.10, the Regular
Trustees in office, regardless of their number (and notwithstanding any other
provision of this Agreement), shall have all the powers granted to the Regular
Trustees and shall discharge all the duties imposed upon the Regular Trustees by
this Trust Agreement.

                                       45
Section 8.18 Delegation of Power.

     (a) Any Regular Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purpose of executing any documents contemplated in Section
2.7(a); and

     (b) The Regular Trustees shall have power to delegate from time to time to
such of their number or to the Depositor the doing of such things and the
execution of such instruments either in the name of the Trust or the names of
the Regular Trustees or otherwise as the Regular Trustees may deem expedient, to
the extent such delegation is not prohibited by applicable law or contrary to
the provisions of this Trust Agreement, as set forth herein.

     Section 8.19 Delaware Trustee.

     It is expressly understood and agreed by the parties hereto that, in
fulfilling its obligations as Delaware Trustee hereunder on behalf of the Trust,
(i) any agreements or instruments executed and delivered by Chase Manhattan Bank
Delaware are executed and delivered not in its individual capacity but solely as
Delaware Trustee under this Trust Agreement in exercise of the powers and
authority conferred and vested in it, (ii) each of the representations,
undertakings and agreements herein made by Chase Manhattan Bank Delaware on the
part of the Trust is made and intended not as representations, warranties,
covenants, undertakings and agreements by Chase Manhattan Bank Delaware in its
individual capacity but is made and intended for the purpose of binding only the
Trust, and (iii) under no circumstances shall Chase Manhattan Bank Delaware in
its individual capacity be personally liable for the payment of any indebtedness
or expenses of the Trust or be liable for the breach or failure of any
obligation, representation, warranty or covenant made or undertaken by the Trust
under this Trust Agreement, except if such breach or failure is due to any
negligence or willful misconduct of the Delaware Trustee.

                                   ARTICLE IX

                       TERMINATION, LIQUIDATION AND MERGER

     Section 9.1 Termination Upon Expiration Date. Unless earlier dissolved, the
Trust shall automatically dissolve on October 29, 2054 (the "Expiration Date"),
and the Trust Property shall be distributed in accordance with Section 9.4.

     Section 9.2 Early Termination.

     The first to occur of any of the following events is an "Early Termination
Event", upon the occurrence of which the Trust shall be dissolved:

                                       46
(a) the occurrence of a Bankruptcy Event in respect of, or the dissolution
or liquidation of, the Depositor;

     (b) the written direction to the Property Trustee from the Depositor at any
time to dissolve the Trust and distribute Notes to Securityholders in exchange
for the Preferred Securities (which direction is optional and wholly within the
discretion of the Depositor);

     (c) the  redemption of all of the Preferred  Securities in connection  with
the redemption of all the Notes; and

     (d) the entry of an order for dissolution of the Trust by a court of
competent jurisdiction.

     Section 9.3 Termination.

     The respective obligations and responsibilities of the Trustees and the
Trust created and continued hereby shall terminate upon the latest to occur of
the following: (a) the distribution by the Property Trustee to Securityholders
upon the liquidation of the Trust pursuant to Section 9.4, or upon the
redemption of all of the Trust Securities pursuant to Section 4.2, of all
amounts required to be distributed hereunder upon the final payment of the Trust
Securities; (b) the payment of any expenses owed by the Trust; and (c) the
discharge of all administrative duties of the Regular Trustees, including the
performance of any tax reporting obligations with respect to the Trust or the
Securityholders.

     Section 9.4  Liquidation.

     (a) If an Early Termination Event specified in clause (a), (b) or (d) of
Section 9.2 occurs or upon the Expiration Date, the Trust shall be liquidated by
the Trustees as expeditiously as the Trustees determine to be possible by
distributing, after satisfaction of liabilities to creditors of the Trust as
provided by applicable law, to each Securityholder a Like Amount of Notes,
subject to Section 9.4(d). Notice of liquidation shall be given by the Property
Trustee at the expense of the Depositor by first-class mail, postage prepaid
mailed not later than 30 nor more than 60 days prior to the Liquidation Date to
each Holder of Trust Securities at such Holder's address appearing in the
Securities Register. All notices of liquidation shall:

     (i) state the Liquidation Date;

     (ii) state that from and after the Liquidation Date, the Trust Securities
will no longer be deemed to be Outstanding and any Trust Securities Certificates
not surrendered for exchange will be deemed to represent a Like Amount of Notes;
and

     (iii) provide such information with respect to the mechanics by which
Holders may exchange Trust Securities Certificates for Notes, or if Section
9.4(d) applies, receive a Liquidation Distribution.

                                       47
(b) Except where Section 9.2(c) or 9.4(d) applies, in order to effect the
liquidation of the Trust and distribution of the Notes to Securityholders, the
Property Trustee shall establish a record date for such distribution (which
shall be (i) one Business Day prior to the Liquidation Date or (ii) in the event
that the Preferred Securities are not in book-entry form, the date 15 days prior
to the Liquidation Date) and, either itself acting as exchange agent or through
the appointment of a separate exchange agent, shall establish such procedures as
it shall deem appropriate to effect the distribution of Notes in exchange for
the Outstanding Trust Securities Certificates.

     (c) Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation
Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii)
certificates representing a Like Amount of Notes will be issued to holders of
Trust Securities Certificates, upon surrender of such certificates to the
Property Trustee or its agent for exchange, (iii) the Depositor shall use its
best efforts to have the Notes listed on the New York Stock Exchange or on such
other exchange, interdealer quotation system or self-regulatory organization as
the Preferred Securities are then listed, (iv) any Trust Securities Certificates
not so surrendered for exchange will be deemed to represent a Like Amount of
Notes, accruing interest at the rate provided for in the Notes from the last
Distribution Date on which a Distribution was made on such Trust Securities
Certificates until such certificates are so surrendered (and until such
certificates are so surrendered, no payments of interest or principal will be
made to Holders of Trust Securities Certificates with respect to such Notes) and
(v) all rights of Securityholders holding Trust Securities will cease, except
the right of such Securityholders to receive Notes upon surrender of Trust
Securities Certificates.

     (d) In the event that, notwithstanding the other provisions of this Section
9.4, whether because of an order for dissolution entered by a court of competent
jurisdiction or otherwise, distribution of the Notes in the manner provided
herein is determined by the Property Trustee not to be practical, the Trust
Property shall be liquidated, and the Trust shall be wound-up by the Property
Trustee in such manner as the Property Trustee determines. In such event,
Securityholders will be entitled to receive out of the assets of the Trust
available for distribution to Securityholders, after satisfaction of liabilities
to creditors of the Trust as provided by applicable law, an amount equal to the
Liquidation Amount per Trust Security plus accumulated and unpaid Distributions
thereon to the date of payment (such amount being the "Liquidation
Distribution"). If, upon any such winding up, the Liquidation Distribution can
be paid only in part because the Trust has insufficient assets available to pay
in full the aggregate Liquidation Distribution, then, subject to the next
succeeding sentence, the amounts payable by the Trust on the Trust Securities
shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder
of the Common Securities will be entitled to receive Liquidation Distributions
upon any such winding-up pro rata (determined as aforesaid) with Holders of
Preferred Securities, except that, if an Indenture Event of Default has occurred
and is continuing, the Preferred Securities shall have a priority over the
Common Securities.

                                       48
Section 9.5 Mergers, Consolidations, Amalgamations or Replacements of the
Trust.

     The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, except pursuant to this Section 9.5
or Section 9.4. At the request of the Depositor, with the consent of the Holders
of at least a majority in aggregate Liquidation Amount of the Outstanding
Preferred Securities, the Trust may merge with or into, consolidate, amalgamate,
or be replaced by or convey, transfer or lease its properties and assets
substantially as an entirety to a trust organized as such under the laws of any
State; provided, that (i) such successor entity either (x) expressly assumes all
of the obligations of the Trust with respect to the Preferred Securities or (y)
substitutes for the Preferred Securities other securities having substantially
the same terms as the Preferred Securities (the "Successor Securities") so long
as the Successor Securities rank the same as the Preferred Securities rank in
priority with respect to distributions and payments upon liquidation, redemption
and otherwise, (ii) the Depositor expressly appoints a trustee of such successor
entity possessing the same powers and duties as the Property Trustee as the
holder of the Notes, (iii) the Preferred Securities are listed or traded, or any
Successor Securities will be listed upon notification of issuance, on any
national securities exchange or other organization on which the Preferred
Securities are then listed or traded, if any, (iv) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not cause the
Preferred Securities (including any Successor Securities) to be downgraded by
any nationally recognized statistical rating organization, (v) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the holders of the
Preferred Securities (including any Successor Securities) in any material
respect, (vi) such successor entity has a purpose substantially identical to
that of the Trust, (vii) prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Depositor has received an
Opinion of Counsel to the effect that (x) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the Holders of the Preferred
Securities (including any Successor Securities) in any material respect, and (y)
following such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease, neither the Trust nor such successor entity will be required
to register as an investment company under the 1940 Act and (viii) the Depositor
owns all of the common securities of such successor entity and the Guarantor
guarantees the obligations of such successor entity under the Successor
Securities at least to the extent provided by the Guarantee. Notwithstanding the
foregoing, the Trust shall not, except with the consent of holders of 100% in
Liquidation Amount of the Preferred Securities, consolidate, amalgamate, merge
with or into, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to any other entity or permit any other
entity to consolidate, amalgamate, merge with or into, or replace it if such
consolidation, amalgamation, merger, replacement, conveyance, transfer or lease
would cause the Trust or the successor entity to be classified as other than a
grantor trust for United States Federal income tax purposes.

                                       49
ARTICLE X

                            MISCELLANEOUS PROVISIONS

     Section 10.1 Limitation of Rights of Securityholders.

     Except as otherwise provided in Section 9.2, the death, dissolution,
termination, bankruptcy or incapacity of any Person having an interest,
beneficial or otherwise, in Trust Securities shall not operate to terminate this
Trust Agreement, nor dissolve, terminate or annul the Trust, nor entitle the
legal successors, representatives or heirs of such Person or any Securityholder
for such Person, to claim an accounting, take any action or bring any proceeding
in any court for a partition or winding up of the arrangements contemplated
hereby, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

     Section 10.2 Amendment.

     (a) This Trust Agreement may be amended from time to time by the Property
Trustee, the Regular Trustees and the Depositor, without the consent of any
Securityholders, (i) to cure any ambiguity, correct or supplement any provision
herein which may be inconsistent with any other provision herein, or to make any
other provisions with respect to matters or questions arising under this Trust
Agreement, which shall not be inconsistent with the other provisions of this
Trust Agreement, or (ii) to modify, eliminate or add to any provisions of this
Trust Agreement to such extent as shall be necessary to ensure that the Trust
will be classified for United States Federal income tax purposes as a grantor
trust at all times that any Trust Securities are outstanding or to ensure that
the Trust will not be required to register as an investment company under the
1940 Act; provided, however, that in the case of clause (i), such action shall
not adversely affect in any material respect the interests of any
Securityholder, and any such amendments of this Trust Agreement shall become
effective when notice thereof is given to the Securityholders.

     (b) Except as provided in Section 10.2(c) hereof, any provision of this
Trust Agreement may be amended by the Trustees and the Depositor with (i) the
consent of Securityholders representing a majority (based upon aggregate
Liquidation Amount) of the Trust Securities then Outstanding and (ii) receipt by
the Trustees of an Opinion of Counsel to the effect that such amendment or the
exercise of any power granted to the Trustees in accordance with such amendment
will not affect the Trust's status as a grantor trust for United States Federal
income tax purposes or the Trust's exemption from status of an investment
company under the 1940 Act.

     (c) In addition to and notwithstanding any other provision in this Trust
Agreement, without the consent of each affected Securityholder, this Trust
Agreement may not be amended to (i) change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount of
any Distribution required to be made in respect of the Trust Securities as of a
specified date or (ii) restrict the right of a Securityholder to institute suit
for the enforcement of any such payment on or after such date; notwithstanding
any other provision herein, without the unanimous consent of the
Securityholders, this paragraph (c) of this Section 10.2 may not be amended.

                                       50
(d) Notwithstanding any other provisions of this Trust Agreement, no
Trustee shall enter into or consent to any amendment to this Trust Agreement
which would cause the Trust to fail or cease to qualify for the exemption from
status of an investment company under the 1940 Act or fail or cease to be
classified as a grantor trust for United States Federal income tax purposes.

     (e) Notwithstanding anything in this Trust Agreement to the contrary, this
Trust Agreement may not be amended in a manner which imposes any additional
obligation on the Depositor, the Property Trustee or the Delaware Trustee
without the consent of the Depositor, the Property Trustee or the Delaware
Trustee, as the case may be.

     (f) In the event that any amendment to this Trust Agreement is made, the
Regular Trustees shall promptly provide to the Depositor a copy of such
amendment.

     (g) Neither the Property Trustee nor the Delaware Trustee shall be required
to enter into any amendment to this Trust Agreement which affects its own
rights, duties or immunities under this Trust Agreement. The Property Trustee
shall be entitled to receive an Opinion of Counsel and an Officer's Certificate
stating that any amendment to this Trust Agreement is in compliance with this
Trust Agreement and that all conditions precedent, if any, to such amendment
have been complied with.

     Section 10.3 Separability.

     In case any provision in this Trust Agreement or in the Trust Securities
Certificates shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

     Section 10.4 Governing Law.

     THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE
SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT
AND THE TRUST SECURITIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAWS
PRINCIPLES THEREOF.

     Section 10.5 Payments Due on Non-Business Day.

     If the date fixed for any payment on any Trust Security shall be a day that
is not a Business Day, then such payment need not be made on such date but may
be made on the next succeeding day that is a Business Day (except as otherwise
provided in Sections 4.1(a) and 4.2(d)), with the same force and effect as
though made on the date fixed for such payment, and no interest shall accrue
thereon for the period after such date.

                                       51
Section 10.6 Successors.

     This Trust Agreement shall be binding upon and shall inure to the benefit
of any successor to the Depositor, the Trust or the Relevant Trustee, including
any successor by operation of law. Except in connection with a consolidation,
merger, sale or other transaction involving the Depositor that is permitted
under Article Eight of the Indenture and pursuant to which the assignee agrees
in writing to perform the Depositor's obligations hereunder, the Depositor shall
not assign its obligations hereunder.

     Section 10.7 Headings.

     The Article and Section headings are for convenience only and shall not
affect the construction of this Trust Agreement.

     Section 10.8 Reports, Notices and Demands.

     Any report, notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
any Securityholder or the Depositor may be given or served in writing by deposit
thereof, first-class postage prepaid, in the United States mail, hand delivery
or facsimile transmission, in each case, addressed, (a) in the case of a
Preferred Securityholder, to such Preferred Securityholder as such
Securityholder's name and address may appear on the Securities Register; and (b)
in the case of the Common Securityholder or the Depositor, to Edison
International, 2244 Walnut Grove Avenue, Rosemead, California 91770, Attention:
Corporate Secretary, facsimile no.: 626-302-2610. Any notice to Preferred
Securityholders shall also be given to such owners as have, within two years
preceding the giving of such notice, filed their names and addresses with the
Property Trustee for that purpose. Such notice, demand or other communication to
or upon a Securityholder shall be deemed to have been sufficiently given or
made, for all purposes, upon hand delivery, mailing or transmission.

     Any notice, demand or other communication which by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Trust, the Property Trustee, the Delaware Trustee or the Regular Trustees shall
be given in writing addressed (until another address is published by the Trust)
as follows: (a) with respect to the Property Trustee to The Chase Manhattan
Bank, at its Corporate Trust Office, Attention: Capital Markets Fiduciary
Services; (b) with respect to the Delaware Trustee, to Chase Manhattan Bank
Delaware, 1201 N. Market Street, Wilmington, Delaware 19801, Attention:
Corporate Trust; (c) with respect to the Regular Trustees, to them c/o Edison
International, 2244 Walnut Grove Avenue, Rosemead, California 91770, marked
"Attention Regular Trustees of EIX Trust II"; and (d) with respect to the Trust,
to its principal office specified in Section 2.1, with a copy to the Property
Trustee. Such notice, demand or other communication to or upon the Trust or the
Property Trustee shall be deemed to have been sufficiently given or made only
upon actual receipt of the writing by the Trust or the Property Trustee.

                                       52
Section 10.9 Agreement Not to Petition.

     Each of the Trustees and the Depositor agree for the benefit of the
Securityholders that, until at least one year and one day after the Trust has
been terminated in accordance with Article IX, they shall not file, or join in
the filing of, a petition against the Trust under any bankruptcy, insolvency,
reorganization or other similar law (including, without limitation, the United
States Bankruptcy Code) (collectively, "Bankruptcy Laws") or otherwise join in
the commencement of any proceeding against the Trust under any Bankruptcy Law.
In the event the Depositor takes action in violation of this Section 10.9, the
Property Trustee agrees, for the benefit of Securityholders, that at the expense
of the Depositor, it shall file an answer with the bankruptcy court or otherwise
properly contest the filing of such petition by the Depositor against the Trust
or the commencement of such action and raise the defense that the Depositor has
agreed in writing not to take such action and should be stopped and precluded
therefrom and such other defenses, if any, as counsel for the Trustee or the
Trust may assert. The provisions of this Section 10.9 shall survive the
termination of this Trust Agreement.

     Section 10.10 Trust Indenture Act; Conflict with Trust Indenture Act.

     (a) This Trust Agreement is subject to the provisions of the Trust
Indenture Act that are required to be part of this Trust Agreement and shall, to
the extent applicable, be governed by such provisions.

     (b) The Property Trustee shall be the only Trustee which is a trustee for
the purposes of the Trust Indenture Act.

     (c) If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Trust Agreement by any
of the provisions of the Trust Indenture Act, such required provision shall
control. If any provision of this Trust Agreement modifies or excludes any
provision of the Trust Indenture Act which may be so modified or excluded, the
latter provision shall be deemed to apply to this Trust Agreement as so modified
or excluded, as the case may be.

     (d) The application of the Trust Indenture Act to this Trust Agreement
shall not affect the nature of the Securities as equity securities representing
undivided beneficial interests in the assets of the Trust.

     Section 10.11 Acceptance of Terms of Trust Agreement, Guarantee and
Indenture.

     THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY
OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE
OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL
ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN
SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND

                                       53
AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND
THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH
SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST
AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND
SUCH SECURITYHOLDER AND SUCH OTHERS.

     THE DEPOSITOR, THE TRUST AND EACH HOLDER AND BENEFICIAL OWNER OF A
PREFERRED SECURITY (BY ITS ACCEPTANCE OF AN INTEREST THEREIN) SHALL BE DEEMED TO
HAVE AGREED TO TREAT THE NOTES AS INDEBTEDNESS FOR ALL U.S. TAX PURPOSES AND THE
PREFERRED SECURITY AS EVIDENCE OF AN INDIRECT BENEFICIAL OWNERSHIP INTEREST IN
THE NOTES.

                                       54
EDISON INTERNATIONAL

By:      Mary C. Simpson
Name:    Mary C. Simpson
Title:   Assistant Treasurer

                            THE CHASE MANHATTAN BANK,
                               as Property Trustee

By:      Alfia Monastra
Name:    Alfia Monastra
Title:   Assistant Vice President

                         CHASE MANHATTAN BANK DELAWARE,
                              as Delaware Trustee

By:      Denis Kelly
Name:    Denis Kelly
Title:   Assistant Vice President

                                THOMAS M. NOONAN,
                               as Regular Trustee

By:      Thomas M. Noonan
Name:    Thomas M. Noonan
Title:   Regular Trustee

                                       55
MARY C. SIMPSON,
                               as Regular Trustee

By:      Mary C. Simpson
Name:    Mary C. Simpson
Title:   Regular Trustee

                                GEORGE T. TABATA,
                               as Regular Trustee

By:      George T. Tabata
Name:    George T. Tabata
Title:   Regular Trustee

                                       56
EXHIBIT A
                              CERTIFICATE OF TRUST
                                       OF
                                  EIX TRUST II

     THIS Certificate of Trust of EIX Trust II (the "Trust"), dated June 30,
1999, is being duly executed and filed by the undersigned, as trustees of the
Trust, with the Secretary of State of the State of Delaware to form a business
trust under the Delaware Business Trust Act (12 Del. C. ss.3801 et seq.).

     1  Name. The name of the business trust being formed hereby is EIX
Trust II.

     2  Delaware Trustee. The name and business address of the trustee of
the Trust with a principal place of business in the State of Delaware are Chase
Manhattan Bank Delaware, 1201 N. Market Street, Wilmington, Delaware 19801.

     3  Effective Date. This Certificate of Trust shall be effective upon
filing with the Secretary of State of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust, have
executed this Certificate of Trust as of the date first above written.

                         CHASE MANHATTAN BANK DELAWARE,
                                   as trustee

By:              /s/ Dennis Kelly
Name:         Dennis Kelly
Title:           Assistant Vice President

                            THE CHASE MANHATTAN BANK,
                                   as trustee

By:               /s/ Alfia Monastra
Name:          Alfia Monastra
Title:            Assistant Vice President
EXHIBIT B

                            Letter of Representations
                      [To be Completed by Issuer and Agent]

                     EIX Trust II, a Delaware business trust
                                [Name of Issuer]

                            The Chase Manhattan Bank
                                 [Name of Agent]

                                                                  [Date]

Attention:  General Counsel's Office
The Depository Trust Company
55 Water Street; 49th Floor
New York, NY 10041-0099

Re:  EIX Trust II__% Cumulative Quarterly Income Preferred Securities,
     Series [___]......
     CUSIP #:___.......
     [Issue Description, including CUSIP number]

Ladies and Gentlemen:

     This letter sets forth our understanding with respect to certain matters
relating to the above-referenced issue (the "Securities"). Issuer is selling the
Securities to [Goldman Sachs & Co. and others] (the "Initial Purchasers")
pursuant to an Underwriting Agreement dated _______ __, 199__ (the "Document").
Initial Purchaser will take delivery of the Securities through The Depository
Trust Company ("DTC"). The Chase Manhattan Bank is acting as transfer agent,
paying agent, and registrar with respect to the Securities (the "Agent").

     To induce DTC to accept the Securities as eligible for deposit at DTC, and
to act in accordance with its Rules with respect to the Securities, Issuer and
Agent make the following representations to DTC:

     1. Prior to closing on the Securities on ____________, 199__, there shall
be deposited with DTC one Security certificate registered in the name of DTC's
nominee, Cede & Co., for each of the Securities with the offering value set
forth on Schedule A hereto, the total of which represents 100% of the offering
value of such Securities. If, however, the offering value of any Security
exceeds $200 million, one certificate will be issued with respect to each $200
million of offering value and an additional certificate will be issued with
respect to any remaining offering value. Each Security certificate shall bear
the following legend:

     Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

     If the Securities will be held by Agent, as custodian for DTC, such
Security certificate shall remain in Agent's custody pursuant to the provisions
of the FAST Balance Certificate Agreement currently in effect between Agent and
DTC.

     2.  Issuer: (a) understands that DTC has no obligation to, and will
not, communicate to its Participants or to any person having an interest in the
Securities any information contained in the Security certificate(s); and (b)
acknowledges that neither DTC's Participants nor any person having an interest
in the Securities shall be deemed to have notice of the provisions of the
Security certificate(s) by virtue of submission of such certificate(s) to DTC.

     3.  In the event of any solicitation of consents from or voting by
holders of the Securities, Issuer or Agent shall establish a record date for
such purposes (with no provision for revocation of consents or votes by
subsequent holders) and shall send notice of such record date to DTC not less
than 15 calendar days in advance of such record date. Notices to DTC pursuant to
this Paragraph by telecopy shall be sent to DTC's Reorganization Department at
(212) 709-6896 or (212) 709-6897, and receipt of such notices shall be confirmed
by telephoning (212) 709-6870. Notices to DTC pursuant to this Paragraph by mail
or by any other means shall be sent to DTC's Reorganization Department as
indicated in Paragraph 7.

     4.  In the event of a stock split, recapitalization, conversion, or
any similar transaction resulting in the cancellation of all or any part of the
Securities represented thereby, the Agent shall send DTC a notice of such event
as soon as practicable, but in no event less than five business days prior to
the effective date of such transaction.

     5.  In the event of a full or partial redemption, Issuer or Agent
shall send a notice to DTC specifying: (a) the amount of the redemption or
refunding; (b) in the case of a refunding, the maturity date(s) established
under the refunding; and (c) the date such notice is to be distributed to
Security holders or published (the "Publication Date"). Such notice shall be
sent to DTC by a secure means (e.g., legible telecopy, registered or certified
mail, overnight delivery) in a timely manner designed to assure that such notice
is in DTC's possession no later than the close of business on the business day
before or, if possible, two business days before the Publication Date. Issuer or
Agent shall forward such notice either in a separate secure transmission for
each CUSIP number or in a secure transmission for multiple CUSIP numbers (if
applicable) which includes a manifest or list of each CUSIP number submitted in
that transmission. (The party sending such notice shall have a method to verify
subsequently the use of such means and the timeliness of such notice.) The
Publication Date shall be not less than 30 days nor more than 60 days prior to
the redemption date or, in the case of an advance refunding, the date that the
proceeds are deposited in escrow. Notices to DTC pursuant to this Paragraph by
telecopy shall be sent to DTC's Call Notification Department at (516) 227-4039
or (516) 227-4190. If the party sending the notice does not receive a telecopy
receipt from DTC confirming that the notice has been received, such party shall
telephone (516) 227-4070. Notices to DTC pursuant to this Paragraph by mail or
by any other means shall be sent to:

                  Manager; Call Notification Department
                  The Depository Trust Company
                  711 Stewart Avenue
                  Garden City, NY  11530-4719

     6.  In the event of an offering or issuance of rights with respect to
the Securities outstanding, Agent shall send DTC's Dividend and Reorganization
Departments a notice specifying: (a) the amount of and conditions, if any,
applicable to such rights offering or issuance; (b) any applicable expiration or
deadline date, or any date by which any action on the part of holders of such
Securities is required; and (c) the Publication Date of such notice.

     The Publication Date will be as soon as practicable after the announcement
by the Company of any such offering or issuance of rights with respect to the
Securities represented thereby. DTC requires that the Publication Date be not
less than 30 days nor more than 60 days prior to the related payment date,
distribution date, or issuance date, respectively.

     Notices to DTC pursuant to this Paragraph by telecopy shall be sent to
DTC's Dividend Department at (212) 709-1623, and receipt of such notices shall
be confirmed by telephoning (212) 709-1282. Notices to DTC pursuant to the above
by mail or any other means shall be sent to:

                  Supervisor; Stock Dividends
                  Dividend Department
                  7 Hanover Square; 24th Floor
                  New York, NY  10004-2695

     Notices to DTC pursuant to this Paragraph by telecopy shall be sent to
DTC's Reorganization Department at (212) 709-1093, and receipt of such fax shall
be confirmed by telephoning (212) 709-1063. Notices to DTC pursuant to the above
by mail or any other means shall be sent to:
Supervisor; Rights Offerings
                  Reorganization Department
                  7 Hanover Square; 23rd Floor
                  New York, NY  10004-2695

     7. In the event of an invitation to tender the Securities (including
mandatory tenders, exchanges, and capital changes), notice by Issuer or Agent to
Security holders specifying the terms of the tender and the Publication Date of
such notice shall be sent to DTC by a secure means in the manner set forth in
Paragraph 5. Notices to DTC pursuant to this Paragraph and notices of other
corporate actions by telecopy shall be sent to DTC's Reorganization Department
at (212) 709-1093 or (212) 709-1094, and receipt of such notices shall be
confirmed by telephoning (212) 709-6884. Notices to DTC pursuant to the above by
mail or by any other means shall be sent to:

                  Manager; Reorganization Department
                  Reorganization Window
                  The Depository Trust Company
                  7 Hanover Square; 23rd Floor
                  New York, NY  10004-2695

     8.  All notices and payment advices sent to DTC shall contain the
CUSIP number of the Securities (listed on Schedule A hereto) and the
accompanying description of such Securities, which, as of the date of this
letter, is "_EIX Trust II __% Cumulative Quarterly Income Preferred Securities,
Series [ ]."

     9.  Issuer or Agent shall provide written notice of dividend payment
information to a standard dividend announcement service subscribed to by DTC as
soon as the information is available. In the event that no such service exists,
Issuer or Agent shall provide such notice directly to DTC electronically, as
previously arranged by Issuer or Agent and DTC, as soon as the payment
information is available. If electronic transmission has not been arranged,
absent any other arrangements between Issuer or Agent and DTC, such information
should be sent by telecopy to DTC's Dividend Department at (212) 709-1723 or
(212) 709-1686, and receipt of such notices shall be confirmed by telephoning
(212) 709-1270. Notices to DTC pursuant to the above by mail or by any other
means shall be sent to:
Manager; Announcements
                  Dividend Department
                  The Depository Trust Company
                  7 Hanover Square; 22nd Floor
                  New York, NY  10004-2695

     After establishing the amount of payment to be made on the Securities in
question, Issuer or Agent will notify DTC's Dividend Department of the payment
and payment date preferably five, but not less than two, business days prior to
the effective date for such transaction.

     10. Issuer or Agent shall provide CUSIP-level detail for dividend payments
to DTC no later than noon (Eastern Time) on the payment date.

     11. Dividend payments and cash distributions shall be received by Cede &
Co. as nominee of DTC, or its registered assigns, in same-day funds no later
than 2:30 p.m. (Eastern Time) on each payment date. Absent any other
arrangements between Issuer or Agent and DTC, such funds shall be wired as
follows:

                  The Chase Manhattan Bank
                  ABA # 021 000 021
                  For credit to a/c Cede & Co.
                  c/o The Depository Trust Company
                  Dividend Deposit Account # 066-026776

     12. Redemption payments shall be received by Cede & Co., as nominee of
DTC, or its registered assigns, in same-day funds no later than 2:30 p.m.
(Eastern Time) on payment date. Absent any other arrangements between Agent and
DTC, such funds shall be wired as follows:

                  The Chase Manhattan Bank
                  ABA # 021 000 021
                  For credit to a/c Cede & Co.
                  c/o The Depository Trust Company
                  Redemption Deposit Account # 066-027306

     13. Reorganization payments resulting from corporate actions (such as
tender offers or mergers) shall be received by Cede & Co., as nominee of DTC, or
its registered assigns, in same-day funds no later than 2:30 p.m. (Eastern Time)
on payment date. Absent any other arrangements between Agent and DTC, such funds
shall be wired as follows:

                  The Chase Manhattan Bank
                  ABA # 021 000 021
                  For credit to a/c Cede & Co.
                  c/o The Depository Trust Company
                  Reorganization Deposit Account # 066-027608

     14. DTC may direct Issuer or Agent to use any other number or address
as the number or address to which notices or payments of dividends,
distributions, or redemption proceeds may be sent.

     15. In the event of a redemption, acceleration, or any other similar
transaction (e.g., tender made and accepted in response to Issuer's or Agent's
invitation) necessitating a reduction in the aggregate principal amount of
Securities outstanding or an advance refunding of part of the Securities
outstanding, DTC, in its discretion: (a) may request Issuer or Agent to issue
and authenticate a new Security certificate; or (b) may make an appropriate
notation on the Security certificate indicating the date and amount of such
reduction in the number of Securities outstanding, except in the case of final
redemption, in which case the certificate will be presented to Issuer or Agent
prior to payment, if required.

     16. In the event that Issuer determines that beneficial owners of
Securities shall be able to obtain certificated Securities, Issuer or Agent
shall notify DTC of the availability of certificates. In such event, Issuer or
Agent shall issue, transfer, and exchange certificates in appropriate amounts,
as required by DTC and others.

     17. DTC may discontinue providing its services as securities
depository with respect to the Securities at any time by giving reasonable
notice to Issuer or Agent (at which time DTC will confirm with Issuer or Agent
the aggregate principal amount of Securities outstanding). Under such
circumstances, at DTC's request Issuer and Agent shall cooperate fully with DTC
by taking appropriate action to make available one or more separate certificates
evidencing Securities to any DTC Participant having Securities credited to its
DTC accounts.

     18. Nothing herein shall be deemed to require Agent to advance funds
on behalf of Issuer.

     19. This Letter of Representations may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts together constitute but one and the same instrument.

     20. This Letter of Representations is governed by, and shall be
construed in accordance with, the laws of the State of New York.

     21. The following riders, attached hereto, are hereby incorporated
into this Letter of Representations:

Notes:
A.  If there is an Agent (as defined in this
Letter of Representations), Agent as well as
Issuer must sign this Letter.  If there is no
Agent, in signing this Letter Issuer itself                 Very truly yours,
undertakes to perform all of the
obligations set forth herein.

B.  Schedule B contains statements that DTC
believes accurately describes DTC, the
method of effecting book-entry transfers
of securities distributed through        EIX Trust II, a Delaware business trust
DTC, and certain related matters.                         (Issuer)
                                            By:
                                            (Authorized Officer's Signature)

                                     The Chase Manhattan Bank
                                     (Agent)
                                      By:
                                     (Authorized Officer's Signature)

Received and Accepted:
THE DEPOSITORY TRUST COMPANY
By:
CC:      Underwriter
Underwriter's Counsel
EXHIBIT C
                      THIS CERTIFICATE IS NOT TRANSFERABLE
                     EXCEPT IN CERTAIN LIMITED CIRCUMSTANCES
                        SET FORTH IN THE TRUST AGREEMENT
                               (AS DEFINED BELOW).

CERTIFICATE NUMBER                                   NUMBER OF COMMON SECURITIES
         C-1
                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF
                                  EIX TRUST II
                             8.60% COMMON SECURITIES

                  (LIQUIDATION AMOUNT $25 PER COMMON SECURITY)

     EIX Trust II, a statutory business trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that Edison International (the
"Holder") is the registered owner of the number set forth above of common
securities of the Trust representing beneficial interests of the Trust and
designated the 8.60% Common Securities (liquidation amount $25 per Common
Security) (the "Common Securities"). Except as provided in Section 5.10 of the
Trust Agreement (as defined below), the Common Securities are not transferable
and any attempted transfer hereof shall be void. The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Common Securities are set forth in, and this certificate and the Common
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust dated as of October 29, 1999, as the same may be amended from time to time
(the "Trust Agreement"), including the designation of the terms of the Common
Securities as set forth therein. The Trust will furnish a copy of the Trust
Agreement to the Holder without charge upon written request to the Trust at its
principal place of business or registered office.

     Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.
IN WITNESS WHEREOF, one of the Regular Trustees of the Trust has executed
this certificate this ___ day of ______, 1999.

                                  EIX TRUST II

By:      ________________________
Name:    ________________________
Title:  Regular Trustee
EXHIBIT D

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

     AGREEMENT dated as of October 29, 1999 between Edison International, a
California corporation, and EIX Trust II, a Delaware business trust (the
"Trust"). Capitalized terms used but not defined herein have the meanings
ascribed to such terms in the Trust Agreement (as defined below).

     WHEREAS, the Trust intends to issue its Common Securities (the "Common
Securities") to and receive Notes from Edison International and to issue and
sell 8.60% Cumulative Quarterly Income Preferred Securities, Series B (the
"Preferred Securities") with such powers, preferences and special rights and
restrictions as are set forth in the Amended and Restated Trust Agreement of the
Trust dated as of October 29, 1999, as the same may be amended from time to time
(the "Trust Agreement");

     WHEREAS, Edison International will directly or indirectly own all of the
Common Securities of the Trust and will issue the Notes;

     NOW, THEREFORE, in consideration of the purchase by each holder of the
Preferred Securities, which purchase Edison International hereby agrees shall
benefit Edison International and which purchase Edison International
acknowledges will be made in reliance upon the execution and delivery of this
Agreement, Edison International and the Trust hereby agree as follows:

                                    ARTICLE I

     SECTION 1.1. Guarantee by Edison International

     Subject to the terms and conditions hereof, Edison International hereby
irrevocably and unconditionally guarantees to each person or entity to whom the
Trust is now or hereafter becomes indebted or liable (the "Beneficiaries") the
full payment, when and as due, of any and all Obligations (as hereinafter
defined) to such Beneficiaries. As used herein, "Obligations" means any costs,
expenses or liabilities of the Trust, other than obligations of the Trust to pay
to holders of any Preferred Securities or other similar interests in the Trust
the amounts due such holders pursuant to the terms of the Preferred Securities
or such other similar interests, as the case may be. This Agreement is intended
to be for the benefit of, and to be enforceable by, all such Beneficiaries,
whether or not such Beneficiaries have received notice hereof.
SECTION 1.2. Term of Agreement.

     This Agreement shall terminate and be of no further force and effect upon
the later of (a) the date on which full payment has been made of all amounts
payable to all holders of all the Preferred Securities (whether upon redemption,
liquidation, exchange or otherwise) and (b) the date on which there are no
Beneficiaries remaining; provided, however, that this Agreement shall continue
to be effective or shall be reinstated, as the case may be, if at any time any
holder of Preferred Securities or any Beneficiary must restore payment of any
sums paid under the Preferred Securities, under any Obligation, under the
Guarantee Agreement dated as of the date hereof between Edison International and
The Chase Manhattan Bank, as guarantee trustee, or under this Agreement for any
reason whatsoever. This Agreement is continuing, irrevocable, unconditional and
absolute.

     SECTION 1.3. Waiver of Notice.

     Edison International hereby waives notice of acceptance of this Agreement
and of any Obligation to which it applies or may apply, and Edison International
hereby waives presentment, demand for payment, protest, notice of nonpayment,
notice of dishonor, notice of redemption and all other notices and demands.

     SECTION 1.4. No Impairment.

     The obligations, covenants, agreements and duties of Edison International
under this Agreement shall in no way be affected or impaired by reason of the
happening from time to time of any of the following:

     (a) the extension of time for the payment by the Trust of all or any
portion of the Obligations or for the performance of any other obligation under,
arising out of, or in connection with, the Obligations;

     (b) any failure, omission, delay or lack of diligence on the part of the
Beneficiaries to enforce, assert or exercise any right, privilege, power or
remedy conferred on the Beneficiaries with respect to the Obligations or any
action on the part of the Trust granting indulgence or extension of any kind; or

     (c) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Trust or any of the assets of the
Trust.

     There shall be no obligation of the Beneficiaries to give notice to, or
obtain the consent of, Edison International with respect to the happening of any
of the foregoing.
SECTION 1.5. Enforcement.

     A Beneficiary may enforce this Agreement directly against Edison
International and Edison International waives any right or remedy to require
that any action be brought against the Trust or any other person or entity
before proceeding against Edison International.

     SECTION 1.6. Subrogation.

     Edison International shall be subrogated to all (if any) rights of any
Beneficiary against the Trust, in respect of any amounts paid to the
Beneficiaries by Edison International under this Agreement; provided, however,
that Edison International shall not (except to the extent required by mandatory
provisions of law) be entitled to enforce or exercise any rights which it may
acquire against the Trust by way of subrogation or any indemnity, reimbursement
or other agreement, in all cases as a result of payment under this Agreement,
if, at the time of any such payment, any amounts are due and unpaid under this
Agreement.

                                   ARTICLE II

     SECTION 2.1. Binding Effect.

     All guarantees and agreements contained in this Agreement shall bind the
successors, assigns, receivers, trustees and representatives of Edison
International and shall inure to the benefit of the Beneficiaries.

     SECTION 2.2. Amendment.

     So long as there remains any Beneficiary or any Preferred Securities of any
series are outstanding, this Agreement shall not be modified or amended in any
manner adverse to such Beneficiary or to the holders of the Preferred
Securities.

     SECTION 2.3. Notices.

     Any notice, request or other communication required or permitted to be
given hereunder shall be given in writing by delivering the same against receipt
therefor by facsimile transmission (confirmed by mail) or by first class mail,
addressed as follows (and if so given, shall be deemed given when mailed or upon
receipt of a confirmation, if sent by facsimile):

EIX Trust II
2244 Walnut Grove Avenue
Rosemead, California 91770
Facsimile No.: 626-302-2610
Attention:  Corporate Governance
Edison International
2244 Walnut Grove Avenue
Rosemead, California 91770
Facsimile No.:  626-302-2610
Attention:  Corporate Secretary

     SECTION 2.4. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

     THIS AGREEMENT is executed as of the day and year first above written.

                              EDISON INTERNATIONAL

By:________________________________
Name:_________________________
Title:________________________

                                  EIX TRUST II

By:________________________________
Name:_________________________
Title:  Regular Trustee
EXHIBIT E

     IF THE PREFERRED SECURITY IS TO BE EVIDENCED BY A GLOBAL CERTIFICATE,
INSERT--This Preferred Securities Certificate is a Book-Entry Preferred
Securities Certificate within the meaning of the Trust Agreement hereinafter
referred to and is registered in the name of The Depository Trust Company (the
"Depositary") or a nominee of the Depositary. This Preferred Securities
Certificate is exchangeable for Preferred Securities Certificates registered in
the name of a person other than the Depositary or its nominee only in the
limited circumstances described in the Trust Agreement and may not be
transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary, except in limited circumstances.

     Unless this Preferred Security is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York) to EIX Trust II or
its agent for registration of transfer, exchange or payment, and any Preferred
Securities Certificate issued is registered in the name of Cede & Co. or such
other name as requested by an authorized representative of The Depository Trust
Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.

CERTIFICATE NUMBER                               NUMBER OF PREFERRED SECURITIES
               P-
                                                             CUSIP NO.

                   CERTIFICATE EVIDENCING PREFERRED SECURITIES
                                       OF
                                  EIX TRUST II

        8.60% CUMULATIVE QUARTERLY INCOME PREFERRED SECURITIES, SERIES B
                 (LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY)

     EIX Trust II, a statutory business trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that ___________________ (the
"Holder") is the registered owner of the number set forth above of preferred
securities of the Trust representing an undivided beneficial interest in the
assets of the Trust and designated the EIX Trust II 8.60% Cumulative Quarterly
Income Preferred Securities, Series B (liquidation amount $25 per Preferred
Security) (the "Preferred Securities"). The Preferred Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer as provided in Section 5.4 of the Trust Agreement (as
defined below). The designations, rights, privileges, restrictions, preferences
and other terms and provisions of the Preferred Securities are set forth in, and
this certificate and the Preferred Securities represented hereby are issued and
shall in all respects be subject to the terms and provisions of, the Amended and
Restated Trust Agreement of the Trust dated as of October 29, 1999, as the same
may be amended from time to time (the "Trust Agreement") including the
designation of the terms of Preferred Securities as set forth therein. The
Holder is entitled to the benefits of the Guarantee Agreement dated as of
October 29, 1999 between Edison International, a California corporation, and The
Chase Manhattan Bank, as guarantee trustee (as the same may be amended from time
to time, the "Guarantee"), to the extent provided therein. The Trust will
furnish a copy of the Trust Agreement and the Guarantee to the Holder without
charge upon written request to the Trust at its principal place of business or
registered office.

     Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

     IN WITNESS WHEREOF, one of the Regular Trustees of the Trust has executed
this certificate this _____ day of ________, 1999.

                                  EIX TRUST II

By:
Name:
Title:  Regular Trustee
ASSIGNMENT

FOR VALUE  RECEIVED,  the  undersigned  assigns  and  transfers  this  Preferred
Security to:
------------------------------------------------------------------------------
-------------------------------------------------------------------------------
        (Insert assignee's social security or tax identification number)
-------------------------------------------------------------------------------
                    (Insert address and zip code of assignee)

and irrevocably appoints
-------------------------------------------------------------------------------
agent to transfer this Preferred Securities Certificate on the books of the0
Trust. The agent may substitute another to act for him or
her.

Date: ________________
Signature:
______________________________________________________________________________
(Sign exactly as your name appears on the other side of this Preferred
Securities Certificate)

The  signature(s)  should be  guaranteed  by an eligible  guarantor  institution
(banks,  stockbrokers,  savings  and loan  associations  and credit  unions with
membership in an approved signature guarantee  medallion  program),  pursuant to
SEC Rule 17Ad-15.

                               GUARANTEE AGREEMENT

                                     Between

                              EDISON INTERNATIONAL
                                 (as Guarantor)

                                       and

                            THE CHASE MANHATTAN BANK
                                  (as Trustee)

                                   dated as of

                                October 29, 1999
CROSS-REFERENCE TABLE*

      Section of
Trust Indenture Act                                      Section of
of 1939, as amended                                  Guarantee Agreement
-------------------                                  -------------------
            310(a)............................................4.1(a)
            310(b.............................................4.1(c), 2.8
            310(c)............................................Inapplicable
            311(a)............................................2.2(b)
            311(b)............................................2.2(b)
            311(c)............................................Inapplicable
            312(a)............................................2.2(a)
            312(b)............................................2.2(b)
            313...............................................2.3
            314(a)............................................2.4
            314(b)............................................Inapplicable
            314(c)............................................2.5
            314(d)............................................Inapplicable
            314(e)............................................1.1, 2.5, 3.2
            314(f)............................................2.1, 3.2
            315(a)............................................3.1(d)
            315(b)............................................2.7
            315(c)............................................3.1
            315(d)............................................3.1(d)
            316(a)............................................1.1, 2.6, 5.4
            316(b)............................................5.3
            316(c)............................................8.2
            317(a)............................................Inapplicable
            317(b)............................................Inapplicable
            318(a)............................................2.1(b)
            318(b)............................................2.1
            318(c)............................................2.1(a)
*    This  Cross-Reference  Table  does  not  constitute  part of the  Guarantee
     Agreement  and shall not affect the  interpretation  of any of its terms or
     provisions.
TABLE OF CONTENTS

                                                                          Page

                                    ARTICLE I

                                   DEFINITIONS

Section 1.1   Definitions                                                    2

                               ARTICLE II

                           TRUST INDENTURE ACT

Section 2.1   Trust Indenture Act; Application                               4
Section 2.2   List of Holders; Preferential Claims                           4
Section 2.3   Reports by the Guarantee Trustee                               4
Section 2.4   Periodic Reports to the Guarantee Trustee                      4
Section 2.5   Evidence of Compliance with Conditions Precedent               5
Section 2.6   Events of Default; Waiver                                      5
Section 2.7   Event of Default; Notice                                       5
Section 2.8   Conflicting Interests                                          5

                                   ARTICLE III

               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

Section 3.1   Powers and Duties of the Guarantee Trustee                     5
Section 3.2   Certain Rights of Guarantee Trustee                            7
Section 3.3   Indemnity                                                      8

                                   ARTICLE IV

                                GUARANTEE TRUSTEE

Section 4.1   Guarantee Trustee: Eligibility                                9
Section 4.2   Appointment, Removal and Resignation of the Guarantee Trustee 9

                                    ARTICLE V

                                    GUARANTEE

Section 5.1   Guarantee                                                    10
Section 5.2   Waiver of Notice and Demand                                  10
Section 5.3   Obligations Not Affected                                     10
Section 5.4   Rights of Holders                                            11
Section 5.5   Guarantee of Payment                                         11
Section 5.6   Subrogation                                                  11
Section 5.7   Independent Obligations                                      12

                                   ARTICLE VI

                      COVENANTS AND SUBORDINATION

Section 6.1   Subordination                                                12
Section 6.2   Pari Passu Guarantees                                        12

                                   ARTICLE VII

                                   TERMINATION

Section 7.1   Termination                                                  12

                                  ARTICLE VIII

                                  MISCELLANEOUS

Section 8.1   Successors and Assigns                                       12
Section 8.2   Amendments                                                   13
Section 8.3   Notices                                                      13
Section 8.4   Benefit                                                      14
Section 8.5   Interpretation                                               14
Section 8.6   Governing Law                                                15
GUARANTEE AGREEMENT

     GUARANTEE  AGREEMENT,  dated as of October 29,  1999,  entered into between
EDISON  INTERNATIONAL,  a California  corporation having its principal office at
2244 Walnut Grove Avenue, Rosemead, California 91770 (the "Guarantor"),  and THE
CHASE MANHATTAN BANK, a New York banking corporation, as trustee (the "Guarantee
Trustee"),  for the benefit of the Holders (as defined herein) from time to time
of the  Preferred  Securities  (as  defined  herein) of EIX Trust II, a Delaware
statutory business trust (the "Issuer").

     WHEREAS,  pursuant to an Amended and Restated Trust Agreement,  dated as of
October  29,  1999  (the  "Trust  Agreement"),  among  Edison  International,  a
California corporation (the "Company"), as Depositor, the Property Trustee named
therein,  the Delaware Trustee named therein, the Regular Trustees named therein
and the  several  Holders  as  defined  therein,  the  Issuer is  issuing  up to
$345,000,000 aggregate Liquidation Amount (as defined in the Trust Agreement) of
its  8.60%  Cumulative   Quarterly  Income   Preferred   Securities,   Series  B
(Liquidation  Amount $25 per Preferred  Security) (the "Preferred  Securities"),
representing  undivided  beneficial  interests  in the  assets of the Issuer and
having  the  terms  set forth in the Trust  Agreement;

     WHEREAS,  the  Preferred  Securities  will be issued by the  Issuer and the
proceeds  thereof,  together  with the proceeds  from the issuance of the Common
Securities  (as defined in the Trust  Agreement),  will be used to purchase  the
Notes (as defined in the Trust Agreement) of the Company which will be deposited
with The Chase Manhattan Bank, as Property Trustee under the Trust Agreement, as
trust assets; and

     WHEREAS, as incentive for the Holders to purchase Preferred  Securities the
Guarantor desires  irrevocably and  unconditionally  to agree, to the extent set
forth herein,  to pay to the Holders of the Preferred  Securities  the Guarantee
Payments (as defined herein) and to make certain other payments on the terms and
conditions set forth herein;

     NOW,  THEREFORE,  in  consideration  of the  purchase  by  each  Holder  of
Preferred  Securities,  which purchase the Guarantor hereby agrees shall benefit
the Guarantor,  the Guarantor executes and delivers this Guarantee Agreement for
the benefit of the Holders from time to time of the Preferred Securities.

                                       1
ARTICLE I

                                   DEFINITIONS

     Section 1.1 Definitions. As used in this Guarantee Agreement, the terms set
forth below shall,  unless the context  otherwise  requires,  have the following
meanings.  Capitalized or otherwise defined terms used but not otherwise defined
herein shall have the meanings  assigned to such terms in the Trust Agreement as
in effect on the date hereof.

     "Affiliate"  of any  specified  Person means any other  Person  directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control  with  such  specified  Person.  For the  purposes  of this  definition,
"control"  when used with  respect to any  specified  Person  means the power to
direct the  management  and  policies of such  Person,  directly or  indirectly,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms  "controlling" and "controlled"  have meanings  correlative to the
foregoing.

     "Event  of  Default"  means (i) a default  by the  Guarantor  on any of its
payment  obligations  under this  Guarantee  Agreement and (ii) a default by the
Guarantor on any other  obligation  hereunder that remains uncured after 30 days
from the occurrence thereof.

     "Guarantee Payments" means the following payments or distributions, without
duplication, with respect to the Preferred Securities, to the extent not paid or
made by or on behalf of the Issuer: (i) any accumulated and unpaid Distributions
(as  defined  in the  Trust  Agreement)  required  to be paid  on the  Preferred
Securities, to the extent the Issuer shall have funds on hand available therefor
at such time,  (ii) the redemption  price,  including all accumulated and unpaid
Distributions to the date of redemption (the "Redemption  Price"),  with respect
to any Preferred  Securities  called for redemption by the Issuer, to the extent
the Issuer shall have funds on hand  available  therefor at such time, and (iii)
upon a voluntary or  involuntary  termination,  winding-up or liquidation of the
Issuer,  unless  Notes are  distributed  to the  Holders,  the lesser of (a) the
aggregate  of  the  Liquidation  Amount  of  $25  per  Preferred  Security  plus
accumulated and unpaid  Distributions on the Preferred Securities to the date of
payment, to the extent the Issuer shall have funds on hand available therefor at
such time and (b) the amount of assets of the  Issuer  remaining  available  for
distribution  to Holders in  liquidation  of the  Issuer  (in either  case,  the
"Liquidation Distribution").

     "Guarantee  Trustee"  means The Chase  Manhattan  Bank,  until a  Successor
Guarantee Trustee has been appointed and has accepted such appointment  pursuant
to the  terms of this  Guarantee  Agreement,  and  thereafter  means  each  such
Successor  Guarantee  Trustee.

     "Holder"  means any holder,  as  registered on the books and records of the
Issuer,  of any Preferred  Securities;  provided,  however,  that in determining
whether the holders of the  requisite  percentage of Preferred  Securities  have
given any  request,  notice,  consent or waiver  hereunder,  "Holder"  shall not
include the Guarantor,  the Guarantee Trustee, or any Affiliate of the Guarantor
or the Guarantee Trustee.

                                       2
"Indenture" means the Subordinated  Indenture dated as of July 26, 1999, as
supplemented  and amended  from time to time,  between the Company and The Chase
Manhattan Bank, as trustee.

     "List of Holders" has the meaning specified in Section 2.2(a).

     "Majority in Liquidation Amount of the Preferred  Securities" means, except
as  provided  by the  Trust  Indenture  Act,  a vote  by the  Holder(s),  voting
separately as a class,  of more than 50% of the  Liquidation  Amount of all then
outstanding Preferred Securities issued by the Issuer.

     "Officer's  Certificate"  means,  with respect to any Person, a certificate
signed by the Chairman of the Board, Chief Executive Officer,  President, a Vice
President,  the Treasurer, an Associate Treasurer,  an Assistant Treasurer,  the
Controller,  the  Secretary  or an  Assistant  Secretary  of  such  Person,  and
delivered to the Guarantee  Trustee.  Any Officer's  Certificate  delivered with
respect  to  compliance  with a  condition  or  covenant  provided  for in  this
Guarantee Agreement shall include:

     (a) a statement that the officer signing the Officer's Certificate has read
the covenant or condition and the definitions relating thereto;

     (b) a brief  statement  of the  nature  and  scope  of the  examination  or
investigation undertaken by such officer in rendering the Officer's Certificate;

     (c)  a  statement   that  such  officer  has  made  such   examination   or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed  opinion as to whether or not such  covenant or condition
has been complied with; and

     (d) a  statement  as to  whether,  in the  opinion  of such  officer,  such
condition or covenant has been complied with.

     "Person"  means a legal  person,  including  any  individual,  corporation,
estate, partnership,  joint venture,  association,  joint stock company, limited
liability  company,  trust,  unincorporated  association,  or  government or any
agency or political subdivision thereof, or any other entity of whatever nature.

     "Responsible Officer" means, with respect to the Guarantee Trustee, any any
Vice  President,  any  Assistant  Vice  President,  any Managing  Director,  any
Assistant  Secretary,  any Assistant  Treasurer,  any Senior Trust Officer,  any
Assistant Trust Officer,  any Trust Officer or any other officer associated with
the corporate trust department of the Guarantee Trustee  customarily  performing
functions similar to those performed by any of the above designated officers and
also means,  with  respect to a particular  corporate  trust  matter,  any other
officer to whom such matter is referred  because of that officer's  knowledge of
and familiarity with the particular subject.

                                       3
"Successor   Guarantee   Trustee"  means  a  successor   Guarantee  Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended.

                                   ARTICLE II

                               TRUST INDENTURE ACT

     Section 2.1 Trust Indenture Act;  Application (a) This Guarantee  Agreement
is subject to the provisions of the Trust  Indenture Act that are required to be
part of this  Guarantee  Agreement  and  shall,  to the  extent  applicable,  be
governed by such provisions.

     (b) If and to the extent that any  provision  of this  Guarantee  Agreement
limits,  qualifies or conflicts  with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

     Section 2.2 List of Holders;  Preferential  Claims (a) The Guarantor  shall
furnish or cause to be furnished to the Guarantee Trustee (a)  semiannually,  on
or before  June 30 and  December  31 of each year,  a list,  in such form as the
Guarantee  Trustee may  reasonably  require,  of the names and  addresses of the
Holders  ("List of  Holders")  as of a date not more  than 15 days  prior to the
delivery  thereof,  and (b) at such other  times as the  Guarantee  Trustee  may
request in  writing,  within 30 days after the receipt by the  Guarantor  of any
such request,  a List of Holders as of a date not more than 15 days prior to the
time such list is furnished,  in each case to the extent such  information is in
the  possession or control of the Guarantor and is not identical to a previously
supplied  list of Holders or has not  otherwise  been  received by the Guarantee
Trustee in its capacity as such.  The Guarantee  Trustee may destroy any List of
Holders previously given to it on receipt of a new List of Holders.

     (b) The Guarantee  Trustee shall comply with its obligations  under Section
311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act.

     Section  2.3  Reports  by the  Guarantee  TrusteE.  Not later  than 60 days
following May 15 of each year,  commencing May 15, 2000,  the Guarantee  Trustee
shall  provide to the Holders such reports as are required by Section 313 of the
Trust  Indenture Act, if any, in the form and in the manner  provided by Section
313 of the Trust Indenture Act. The Guarantee Trustee shall also comply with the
requirements of Section 313(d) of the Trust Indenture Act.

     Section 2.4 Periodic  Reports to the Guarantee  Trustee The Guarantor shall
provide to the Guarantee Trustee, the Securities and Exchange Commission and the
Holders such documents,  reports and information, if any, as required by Section
314 of the  Trust  Indenture  Act and the  compliance  certificate  required  by
Section 314 of the Trust  Indenture  Act, in the form,  in the manner and at the
times required by Section 314(a)(4) of the Trust Indenture Act.

                                       4
Section 2.5 Evidence of Compliance with Conditions  Precedent The Guarantor
shall  provide to the Guarantee  Trustee such  evidence of compliance  with such
conditions  precedent,  if any,  provided for in this  Guarantee  Agreement that
relate to any of the matters set forth in Section 314(c) of the Trust  Indenture
Act. Any certificate or opinion  required to be given by an officer  pursuant to
such Section 314(c)(1) may be given in the form of an Officer's Certificate.

     Section  2.6  Events of  Default;  Waiver  The  Holders  of a  Majority  in
Liquidation  Amount of the Preferred  Securities  may, by vote, on behalf of the
Holders, waive any past Event of Default and its consequences. Upon such waiver,
any such Event of Default shall cease to exist, and any Event of Default arising
therefrom  shall be  deemed  to have  been  cured,  for  every  purpose  of this
Guarantee Agreement,  but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent therefrom.

     Section  2.7 Event of  Default;  Notice (a) The  Guarantee  Trustee  shall,
within 90 days after the occurrence of an Event of Default actually known to the
Guarantee  Trustee,  transmit  by mail,  first  class  postage  prepaid,  to the
Holders,  notices of all such Events of Default,  unless such defaults have been
cured or waived before the giving of such notice,  provided, that, except in the
case of a default in the payment of a Guarantee  Payment,  the Guarantee Trustee
shall be  protected  in  withholding  such notice if and so long as the board of
directors,  the  executive  committee or a trust  committee of directors  and/or
Responsible  Officers of the Guarantee Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders.

     (b) The  Guarantee  Trustee  shall not be deemed to have  knowledge  of any
Event of Default  unless the  Guarantee  Trustee  shall  have  received  written
notice,  or a  Responsible  Officer  charged  with  the  administration  of this
Guarantee  Agreement  shall  have  obtained  written  notice,  of such  Event of
Default.

     Section 2.8  Conflicting  Interests  The Trust  Agreement and the Indenture
shall be deemed to be specifically described in this Guarantee Agreement for the
purposes of clause (i) of the first proviso  contained in Section  310(b) of the
Trust Indenture Act.

                                   ARTICLE III

               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

     Section 3.1 Powers and Duties of the Guarantee  Trustee (a) This  Guarantee
Agreement shall be held by the Guarantee Trustee for the benefit of the Holders,
and the Guarantee  Trustee shall not transfer  this  Guarantee  Agreement to any
Person except a Holder  exercising his or her rights pursuant to Section 5.4(iv)
or to a Successor  Guarantee  Trustee on acceptance by such Successor  Guarantee
Trustee of its  appointment to act as Successor  Guarantee  Trustee.  The right,
title and interest of the  Guarantee  Trustee  shall  automatically  vest in any
Successor Guarantee Trustee, upon acceptance by such Successor Guarantee Trustee
of its appointment  hereunder,  and such vesting and cessation of title shall be
effective whether or not conveyancing documents have been executed and delivered
pursuant to the appointment of such Successor Guarantee Trustee.

                                       5
(b) If an Event of Default has occurred and is  continuing,  the  Guarantee
Trustee shall enforce this Guarantee Agreement for the benefit of the Holders.

     (c) The Guarantee  Trustee,  before the  occurrence of any Event of Default
and after the curing or waiving of all Events of Default that may have occurred,
shall  undertake  to perform only such duties as are  specifically  set forth in
this  Guarantee  Agreement,  and no  implied  covenants  shall be read into this
Guarantee  Agreement against the Guarantee Trustee.  In case an Event of Default
has occurred  (that has not been cured or waived  pursuant to Section 2.6),  the
Guarantee  Trustee shall  exercise such of the rights and powers vested in it by
this  Guarantee  Agreement,  and use the same  degree  of care and  skill in its
exercise  thereof,  as  a  prudent  person  would  exercise  or  use  under  the
circumstances in the conduct of his or her own affairs.

     (d) No provision of this Guarantee  Agreement shall be construed to relieve
the  Guarantee  Trustee from  liability for its own  negligent  action,  its own
negligent failure to act or its own willful misconduct, except that:

     (i) prior to the occurrence of any Event of Default and after the curing or
waiving of all such Events of Default that may have occurred:

     (A)  the  duties  and  obligations  of  the  Guarantee   Trustee  shall  be
          determined  solely  by  the  express   provisions  of  this  Guarantee
          Agreement,  and the  Guarantee  Trustee shall not be liable except for
          the performance of such duties and obligations as are specifically set
          forth in this Guarantee Agreement; and

     (B)  in the absence of bad faith on the part of the Guarantee Trustee,  the
          Guarantee  Trustee  may  conclusively  rely,  as to the  truth  of the
          statements and the correctness of the opinions expressed therein, upon
          any  certificates or opinions  furnished to the Guarantee  Trustee and
          conforming to the requirements of this Guarantee Agreement; but in the
          case of any such certificates or opinions that by any provision hereof
          or  of  the  Trust  Indenture  Act  are  specifically  required  to be
          furnished to the Guarantee  Trustee,  the  Guarantee  Trustee shall be
          under a duty to  examine  the same to  determine  whether  or not they
          conform to the requirements of this Guarantee Agreement;

     (ii) the  Guarantee  Trustee  shall not be liable for any error of judgment
made in good faith by a Responsible Officer of the Guarantee Trustee,  unless it
shall be proved that the  Guarantee  Trustee was negligent in  ascertaining  the
pertinent facts upon which such judgment was made;

                                       6
(iii) the Guarantee  Trustee shall not be liable with respect to any action
taken  or  omitted  to be  taken  by it in good  faith  in  accordance  with the
direction  of the Holders of not less than a Majority in  Liquidation  Amount of
the Preferred  Securities  relating to the time,  method and place of conducting
any proceeding for any remedy available to the Guarantee Trustee,  or exercising
any trust or power  conferred  upon the Guarantee  Trustee under this  Guarantee
Agreement; and

     (iv) no provision of this Guarantee  Agreement  shall require the Guarantee
Trustee to expend or risk its own funds or otherwise  incur  personal  financial
liability in the  performance  of any of its duties or in the exercise of any of
its rights or powers, if the Guarantee Trustee shall have reasonable grounds for
believing  that the  repayment  of such  funds or  liability  is not  reasonably
assured to it under the terms of this Guarantee  Agreement or adequate indemnity
satisfactory  to it against such risk or liability is not reasonably  assured to
it.

     Section  3.2  Certain  Rights  of  Guarantee  Trustee  (a)  Subject  to the
provisions of Section 3.1:

     (i) The  Guarantee  Trustee  may  conclusively  rely  and  shall  be  fully
protected in acting or refraining from acting upon any resolution,  certificate,
statement,  instrument,  opinion, report, notice, request,  direction,  consent,
order, bond,  debenture,  note, other evidence of indebtedness or other paper or
document  reasonably  believed by it to be genuine and to have been signed, sent
or presented by the proper party or parties.

     (ii) Any direction or act of the Guarantor  contemplated  by this Guarantee
Agreement shall be  sufficiently  evidenced by an Officer's  Certificate  unless
otherwise prescribed herein.

     (iii) Whenever,  in the  administration  of this Guarantee  Agreement,  the
Guarantee Trustee shall deem it desirable that a matter be proved or established
before taking, suffering or omitting to take any action hereunder, the Guarantee
Trustee (unless other evidence is herein  specifically  prescribed)  may, in the
absence  of bad  faith  on its  part,  request  and  conclusively  rely  upon an
Officer's  Certificate  which,  upon receipt of such request from the  Guarantee
Trustee, shall be promptly delivered by the Guarantor.

     (iv) The Guarantee Trustee may consult with legal counsel,  and the written
advice or opinion of such legal  counsel with respect to legal  matters shall be
full and complete  authorization  and protection in respect of any action taken,
suffered or omitted to be taken by it hereunder in good faith and in  accordance
with such advice or  opinion.  Such legal  counsel  may be legal  counsel to the
Guarantor  or any of  its  Affiliates  and  may  be  one of its  employees.  The
Guarantee  Trustee  shall  have  the  right  at any  time to  seek  instructions
concerning  the  administration  of this  Guarantee  Agreement from any court of
competent jurisdiction.

                                       7
(v) The  Guarantee  Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Guarantee  Agreement at the request or
direction of any Holder, unless such Holder shall have provided to the Guarantee
Trustee such adequate  security and indemnity  satisfactory  to it,  against the
costs,  expenses  (including  attorneys' fees and expenses) and liabilities that
might be incurred by it in complying  with such request or direction,  including
such reasonable advances as may be requested by the Guarantee Trustee;  provided
that,  nothing contained in this Section 3.2(a)(v) shall be taken to relieve the
Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation
to exercise the rights and powers vested in it by this Guarantee Agreement.

     (vi) The  Guarantee  Trustee  shall not be bound to make any  investigation
into the facts or  matters  stated in any  resolution,  certificate,  statement,
instrument,  opinion, report, notice, request, direction,  consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document.

     (vii)  The  Guarantee  Trustee  may  execute  any of the  trusts  or powers
hereunder or perform any duties  hereunder  either directly or by or through its
agents or attorneys,  and the Guarantee Trustee shall not be responsible for any
misconduct  or  negligence  on the part of any such agent or attorney  appointed
with due care by it hereunder.

     (viii)  Whenever in the  administration  of this  Guarantee  Agreement  the
Guarantee  Trustee shall deem it desirable to receive  instructions with respect
to  enforcing  any remedy or right or taking  any other  action  hereunder,  the
Guarantee Trustee (A) may request instructions from the Holders, (B) may refrain
from  enforcing  such  remedy or right or taking  such other  action  until such
instructions  are  received,  and (C) shall be protected in acting in accordance
with such instructions.

     (b) No provision of this Guarantee  Agreement shall be deemed to impose any
duty or  obligation  on the  Guarantee  Trustee  to  perform  any act or acts or
exercise any right, power, duty or obligation  conferred or imposed on it in any
jurisdiction  in which it shall be illegal,  or in which the  Guarantee  Trustee
shall be  unqualified  or  incompetent  in accordance  with  applicable  law, to
perform  any such act or acts or to  exercise  any such  right,  power,  duty or
obligation.  No permissive power or authority available to the Guarantee Trustee
shall  be  construed  to be a duty to act in  accordance  with  such  power  and
authority.

     Section 3.3  Indemnity  The  Guarantor  agrees to indemnify  the  Guarantee
Trustee and its officers, directors, employees,  representatives and agents for,
and to hold it and such persons harmless against, any loss, liability or expense
of whatever  kind or nature  regardless  of their merit,  demanded,  asserted or
claimed  against the Guarantee  Trustee and incurred  without  negligence or bad
faith on the part of the Guarantee Trustee, arising out of or in connection with
the acceptance or administration of this Guarantee Agreement,  including without
limitation  the costs and expenses of  defending  itself  (including  reasonable
attorneys' and consultants' fees and expenses) against any claim or liability in
connection  with the  exercise  or  performance  of any of its  powers or duties
hereunder.  The Guarantee  Trustee will not claim or exact any lien or charge on
any Guarantee  Payments as a result of any amount due to it under this Guarantee
Agreement.  The indemnification provided hereunder shall survive the termination
of this  Guarantee  Agreement  and the  resignation  or removal of the Guarantee
Trustee.

                                       8
ARTICLE IV

                                GUARANTEE TRUSTEE

     Section 4.1 Guarantee Trustee:  Eligibility (a) There shall at all times be
a Guarantee Trustee which shall:

     (i) not be an Affiliate of the Guarantor; and

     (ii) be a Person that is eligible  pursuant to the Trust  Indenture  Act to
act as such and has a combined capital and surplus of at least $50,000,000,  and
shall be a corporation  meeting the  requirements of Section 310(a) of the Trust
Indenture  Act. If such  corporation  publishes  reports of  condition  at least
annually, pursuant to law or to the requirements of the supervising or examining
authority, then, for the purposes of this Section and to the extent permitted by
the Trust  Indenture Act, the combined  capital and surplus of such  corporation
shall be deemed to be its combined  capital and surplus as set forth in its most
recent report of condition so published.

     (b) If at any time the  Guarantee  Trustee shall cease to be eligible to so
act under Section 4.1(a),  the Guarantee Trustee shall immediately resign in the
manner and with the effect set out in Section 4.2(c).

     (c)  If the  Guarantee  Trustee  has  or  shall  acquire  any  "conflicting
interest"  within the meaning of Section 310(b) of the Trust  Indenture Act, the
Guarantee Trustee and Guarantor shall in all respects comply with the provisions
of Section 310(b) of the Trust Indenture Act.

     Section 4.2 Appointment,  Removal and Resignation of the Guarantee  Trustee
(a) Subject to Section 4.2(b), the Guarantee Trustee may be appointed or removed
without cause at any time by the Guarantor.

     (b) The Guarantee Trustee shall not be removed until a Successor  Guarantee
Trustee  has  been  appointed  and has  accepted  such  appointment  by  written
instrument  executed by such  Successor  Guarantee  Trustee and delivered to the
Guarantor.

     (c) The Guarantee  Trustee  appointed  hereunder  shall hold office until a
Successor  Guarantee  Trustee shall have been  appointed or until its removal or
resignation.  The  Guarantee  Trustee may resign from office  (without  need for
prior or subsequent  accounting)  by an  instrument  in writing  executed by the
Guarantee  Trustee and delivered to the Guarantor,  which  resignation shall not
take effect  until a Successor  Guarantee  Trustee  has been  appointed  and has
accepted such  appointment  by instrument in writing  executed by such Successor
Guarantee  Trustee and delivered to the  Guarantor  and the resigning  Guarantee
Trustee.

                                       9
(d) If no  Successor  Guarantee  Trustee  shall  have  been  appointed  and
accepted  appointment  as  provided  in this  Section  4.2  within 60 days after
delivery  to the  Guarantor  of an  instrument  of  resignation,  the  resigning
Guarantee  Trustee may petition,  at the expense of the Guarantor,  any court of
competent  jurisdiction for appointment of a Successor  Guarantee Trustee.  Such
court may  thereupon,  after  prescribing  such  notice,  if any, as it may deem
proper, appoint a Successor Guarantee Trustee.

                                    ARTICLE V

                                    GUARANTEE

     Section 5.1 Guarantee The Guarantor irrevocably and unconditionally  agrees
to pay in full to the Holders the Guarantee  Payments  (without  duplication  of
amounts  theretofore  paid by or on  behalf  of the  Issuer),  as and when  due,
regardless of any defense, right of set-off or counterclaim which the Issuer may
have or assert.  The Guarantor's  obligation to make a Guarantee  Payment may be
satisfied  by direct  payment of the  required  amounts by the  Guarantor to the
Holders or by causing the Issuer to pay such amounts to the Holders.

     Section 5.2 Waiver of Notice and Demand The Guarantor  hereby waives notice
of  acceptance  of this  Guarantee  Agreement  and of any  liability to which it
applies or may apply,  presentment,  demand for payment,  any right to require a
proceeding  first  against the  Guarantee  Trustee,  Issuer or any other  Person
before proceeding against the Guarantor,  protest, notice of nonpayment,  notice
of dishonor, notice of redemption and all other notices and demands.

     Section 5.3 Obligations Not Affected The obligations, covenants, agreements
and duties of the Guarantor  under this Guarantee  Agreement  shall in no way be
affected or impaired by reason of the happening  from time to time of any of the
following:

     (a) the  release  or  waiver,  by  operation  of law or  otherwise,  of the
performance  or  observance  by the Issuer of any express or implied  agreement,
covenant, term or condition relating to the Preferred Securities to be performed
or observed by the Issuer;

     (b) the  extension  of time for the  payment  by the  Issuer  of all or any
portion of the  Distributions  (other than an  extension  of time for payment of
Distributions  that results from the extension of any interest payment period on
the  Notes  as  provided  in  the  Indenture),   Redemption  Price,  Liquidation
Distribution  or any  other  sums  payable  under  the  terms  of the  Preferred
Securities or the extension of time for the performance of any other  obligation
under, arising out of, or in connection with, the Preferred Securities;

                                       10
(c) any  failure,  omission,  delay or lack of diligence on the part of the
Holders or the  Guarantee  Trustee to  enforce,  assert or  exercise  any right,
privilege, power or remedy conferred on the Holders pursuant to the terms of the
Preferred  Securities,  or  any  action  on the  part  of  the  Issuer  granting
indulgence or extension of any kind;

     (d) the  voluntary or  involuntary  liquidation,  dissolution,  sale of any
collateral, receivership,  insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization,  arrangement, composition or readjustment of debt of,
or other similar proceedings  affecting,  the Issuer or any of the assets of the
Issuer;

     (e)  any   invalidity  of,  or  defect  or  deficiency  in,  the  Preferred
Securities;

     (f) the  settlement or compromise of any  obligation  guaranteed  hereby or
hereby incurred; or

     (g) any other  circumstance  whatsoever that might  otherwise  constitute a
legal or equitable  discharge or defense of a guarantor,  it being the intent of
this  Section  5.3 that the  obligations  of the  Guarantor  hereunder  shall be
absolute and unconditional under any and all circumstances.

     There shall be no obligation of the Holders to give notice to,
or obtain the consent of, the Guarantor  with respect to the happening of any of
the foregoing.

     Section 5.4 Rights of Holders The Guarantor  expressly  acknowledges  that:
(i) this Guarantee  Agreement will be deposited with the Guarantee Trustee to be
held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to
enforce this Guarantee Agreement on behalf of the Holders;  (iii) the Holders of
a Majority in Liquidation  Amount of the Preferred  Securities have the right to
direct the time,  method and place of conducting  any  proceeding for any remedy
available to the  Guarantee  Trustee in respect of this  Guarantee  Agreement or
exercising any trust or power  conferred  upon the Guarantee  Trustee under this
Guarantee  Agreement;  and (iv) any  Holder  may  institute  a legal  proceeding
directly  against  the  Guarantor  to enforce  its rights  under this  Guarantee
Agreement,  without first  instituting a legal proceeding  against the Guarantee
Trustee, the Issuer or any other Person.

     Section  5.5  Guarantee  of  Payment  This  Guarantee  Agreement  creates a
guarantee  of payment  and not of  performance  or  collection.  This  Guarantee
Agreement will not be discharged except by payment of the Guarantee  Payments in
full (without  duplication  of amounts  theretofore  paid by the Issuer) or upon
distribution of Notes to Holders as provided in the Trust Agreement.

     Section 5.6  Subrogation  The Guarantor shall be subrogated to all (if any)
rights of the Holders against the Issuer,  in respect of any amounts paid to the
Holders by the  Guarantor  under this  Guarantee  Agreement,  and shall have the
right to waive payment by the Issuer pursuant to Section 5.1; provided, however,
that the  Guarantor  shall not  (except  to the  extent  required  by  mandatory
provisions  of law) be entitled to enforce or exercise  any rights  which it may
acquire against the Issuer by way of subrogation or any indemnity, reimbursement

                                       11
or other  agreement,  in all cases as a result of payment  under this  Guarantee
Agreement,  if, at the time of any such payment,  any amounts are due and unpaid
under this Guarantee Agreement.  If any amount shall be paid to the Guarantor in
violation of the preceding sentence, the Guarantor agrees to hold such amount in
trust for the Holders and to pay over such amount to the Holders.

     Section 5.7  Independent  Obligations The Guarantor  acknowledges  that its
obligations  hereunder are  independent  of the  obligations  of the Issuer with
respect to the Preferred  Securities  and that the Guarantor  shall be liable as
principal and as debtor  hereunder to make  Guarantee  Payments  pursuant to the
terms of this Guarantee  Agreement  notwithstanding  the occurrence of any event
referred to in subsections (a) through (g), inclusive, of Section 5.3 hereof.

                                   ARTICLE VI

                           COVENANTS AND SUBORDINATION

     Section 6.1  Subordination  The  obligations  of the  Guarantor  under this
Guarantee Agreement will constitute  unsecured  obligations of the Guarantor and
will rank subordinate and junior in right of payment to all other liabilities of
the Guarantor  except those made pari passu or subordinate  to such  obligations
expressly by their terms.

     Section 6.2 Pari Passu  Guarantees The  obligations of the Guarantor  under
this  Guarantee  Agreement  shall rank pari passu  with the  obligations  of the
Guarantor  under any similar  Guarantee  Agreements  issued by the  Guarantor on
behalf of the  holders  of  preferred  securities  issued  by any  other  trusts
established by Edison International or its Affiliates.

                                   ARTICLE VII

                                   TERMINATION

     Section 7.1 Termination This Guarantee  Agreement shall terminate and be of
no further force and effect upon (i) full payment of the Redemption Price of all
Preferred Securities,  (ii) the distribution of Notes to the Holders in exchange
for all of the Preferred Securities or (iii) full payment of the amounts payable
in  accordance  with  the  Trust  Agreement  upon  liquidation  of  the  Issuer.
Notwithstanding  the  foregoing,  this  Guarantee  Agreement will continue to be
effective or will be  reinstated,  as the case may be, if at any time any Holder
must restore  payment of any sums paid with respect to Preferred  Securities  or
this Guarantee Agreement.

                                       12
ARTICLE VIII

                                  MISCELLANEOUS

     Section 8.1 Successors and Assigns All guarantees and agreements  contained
in this  Guarantee  Agreement  shall bind the  successors,  assigns,  receivers,
trustees and  representatives of the Guarantor and shall inure to the benefit of
the Holders of the Preferred Securities from time to time outstanding. Except in
connection with a consolidation,  merger or sale involving the Guarantor that is
permitted  under  Article  VIII of the  Indenture  and  pursuant  to  which  the
successor or assignee agrees in writing to perform the  Guarantor's  obligations
hereunder, the Guarantor shall not assign its obligations hereunder.

     Section  8.2  Amendments  Except with  respect to any changes  which do not
adversely  affect the rights of the  Holders in any  material  respect (in which
case no consent of the Holders will be required),  this Guarantee  Agreement may
only be amended with the prior written  approval of the Holders of a Majority in
Liquidation Amount of Preferred Securities.  The provisions of Article VI of the
Trust Agreement  concerning meetings of the Holders shall apply to the giving of
such approval.

     Section 8.3 Notices Any notice,  request or other communication required or
permitted to be given  hereunder  shall be in writing,  duly signed by the party
giving such notice,  and delivered,  telecopied or mailed by first class mail as
follows:

     (a) if given to the Guarantor, to the address set forth below or such other
address,  facsimile  number  or to the  attention  of such  other  Person as the
Guarantor may give notice to the Holders:

Edison International
2244 Walnut Grove Avenue
Rosemead, California 91770

Facsimile No.:  626-302-2610
Attention:  Corporate Secretary

     (b) if  given  to the  Issuer,  in care of the  Guarantee  Trustee,  at the
Issuer's (and the Guarantee  Trustee's)  respective addresses set forth below or
such  other  address as the  Guarantee  Trustee on behalf of the Issuer may give
notice to the Holders:

EIX Trust II
2244 Walnut Grove Avenue
Rosemead, California 91770

Facsimile No.:  626-302-2610
Attention:  Corporate Governance

                                       13
with a copy to:

The Chase Manhattan Bank
450 West 33rd Street, 15th Floor
New York, New York 10001
Facsimile No.:  212-946-8177/8178
Attention:  Capital Markets Fiduciary Services

     (c) if given to the Guarantee Trustee,  at the Guarantee  Trustee's address
set forth below or such other address as the  Guarantee  Trustee may give notice
to the Holders:

The Chase Manhattan Bank
450 West 33rd Street, 15th Floor
New York, New York 10001
Facsimile No.:  212-946-8177/8178
Attention:  Capital Markets Fiduciary Services

     (d) if given to any  Holder,  at the  address  set  forth on the  books and
records of the Issuer.

     All notices  hereunder  shall be deemed to have been given when received in
person,  telecopied  with  receipt  confirmed,  or mailed by first  class  mail,
postage  prepaid,  except that if a notice or other document is refused delivery
or cannot be  delivered  because  of a changed  address  of which no notice  was
given,  such notice or other  document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

     Section 8.4 Benefit This  Guarantee  Agreement is solely for the benefit of
the Holders and is not separately transferable from the Preferred Securities.

     Section 8.5 Interpretation In this Guarantee Agreement,  unless the context
otherwise requires:

     (a) capitalized  terms used in this Guarantee  Agreement but not defined in
the preamble  hereto have the  respective  meanings  assigned to them in Section
1.1;

     (b) a term  defined  anywhere  in this  Guarantee  Agreement  has the  same
meaning throughout;

     (c)  all  references  to  "the  Guarantee  Agreement"  or  "this  Guarantee
Agreement" are to this Guarantee Agreement as modified,  supplemented or amended
from time to time;

     (d) all references in this Guarantee Agreement to Articles and Sections are
to Articles and Sections of this Guarantee Agreement unless otherwise specified;

                                       14
(e) a term  defined in the Trust  Indenture  Act has the same  meaning when
used in this  Guarantee  Agreement  unless  otherwise  defined in this Guarantee
Agreement or unless the context otherwise requires;

     (f) a reference to the singular includes the plural and vice versa; and

     (g) the masculine, feminine or neuter genders used herein shall include the
masculine, feminine and neuter genders.

     Section 8.6 Governing Law THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED  AND  INTERPRETED  IN  ACCORDANCE  WITH  THE  LAWS  OF  THE  STATE  OF
CALIFORNIA,  WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF,  EXCEPT
THAT THE RIGHTS,  DUTIES,  IMMUNITIES AND  INDEMNITIES OF THE GUARANTEE  TRUSTEE
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

                                       15
This  instrument  may be  executed in any number of  counterparts,  each of
which so executed shall be deemed to be an original,  but all such  counterparts
shall together constitute but one and the same instrument.

     THIS  GUARANTEE  AGREEMENT  is  executed as of the day and year first above
written.

                              EDISON INTERNATIONAL

                       By: Mary C. Simpson
                           Name: Mary C. Simpson
                           Title: Assistant Treasurer

                            THE CHASE MANHATTAN BANK
                              as Guarantee Trustee

                       By:  Alfia Monastra
                            Name:Alfia Monastra
                            Title:Assistant Vice President

                              EDISON INTERNATIONAL

                  8.60% Subordinated Deferrable Interest Notes,

                                    Series B

No. 001                                                    $309,278,400
-------

CUSIP No. 281020 AC 1

     EDISON INTERNATIONAL, a corporation organized and existing under the laws
of the State of California (hereinafter called the "Corporation," which term
includes any successor Person under the Subordinated Indenture hereinafter
referred to), for value received, hereby promises to pay to The Chase Manhattan
Bank, as Property Trustee of EIX Trust II, or registered assigns, the principal
sum of up to $309,278,400 Dollars on October 29, 2029. The Corporation further
promises to pay interest on said principal sum from October 29, 1999 or from the
most recent Interest Payment Date on which interest has been paid or duly
provided for, quarterly (subject to deferral as set forth herein) in arrears on
November 30, February 28, May 31 and August 31 of each year (each such date, an
"Interest Payment Date"), commencing November 30, 1999, at the rate of 8.60% per
annum, until the principal hereof shall have become due and payable, plus
Additional Interest, if any, until the principal hereof is paid or duly provided
for or made available for payment and on any overdue principal and (without
duplication and to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at the rate of 8.60% per
annum, compounded quarterly. The amount of interest payable for any period will
be computed on the basis of twelve 30-day months and a 360-day year. The amount
of interest payable for any partial period shall be computed on the basis of the
actual number of elapsed days based on a 360-day year of twelve 30-day months.
In the event that any date on which interest is payable on this Series B
Security is not a Business Day, then a payment of the interest payable on such
date will be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on the date the payment was originally payable.
A "Business Day" shall mean any day other than (i) a Saturday or Sunday, (ii) a
day on which banking institutions in the City of New York or Los Angeles,
California, are authorized or obligated by law or executive order to remain
closed or (iii) a day on which the Corporate Trust Office of the Trustee is
closed for business. The interest installment so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in the
Subordinated Indenture, be paid to the Person in whose name this Series B
Security (or one or more Predecessor Securities is registered at the close of
business on the Regular Record Date for such interest installment. Any such
interest installment not so punctually paid or duly provided for shall forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Series B Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Series B Securities not
less than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Series B Securities may be listed or traded, and upon such
notice as may be required by such exchange, all as more fully provided in said
Subordinated Indenture.
So long as no Event of Default shall have occurred and be continuing, the
Corporation shall have the right, at any time during the term of the Series B
Securities, from time to time, to defer the payment of interest on the Series B
Securities for up to 20 consecutive quarters with respect to each deferred
period (each, an "Extension Period"), during which Extension Periods the
Corporation shall have the right to make partial payments of interest on any
Interest Payment Date. No Extension Period shall (i) end on a date other than an
Interest Payment Date or (ii) extend beyond the Stated Maturity of the principal
of the Series B Securities (as shortened or extended pursuant to the
Subordinated Indenture). At the end of any such Extension Period the Corporation
shall pay all interest then accrued and unpaid on the Series B Securities
(together with Additional Interest thereon, if any, at the annual rate of 8.60%,
compounded quarterly, to the extent permitted by applicable law). During any
Extension Period, the Corporation shall not (a) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any of its capital stock, (b) make any payment of principal of
or interest or premium, if any, on or repay, repurchase or redeem, any debt
security issued by it that ranks pari passu with or junior in interest to the
Series B Securities or (c) make any guarantee payments with respect to any
guaranty by the Corporation that by its terms rank pari passu with or junior in
interest to the Series B Securities; provided, however, that the Corporation may
(1) declare dividends in, or make distributions in, shares of its common stock,
(2) purchase its common stock if related to the issuance of its common stock
under any of the Corporation's benefit plans for its directors, officers or
employees, or (3) declare dividends in connection with any stockholder's rights
plan, issue its stock under such plan or repurchase any rights distributed
pursuant to such plan. Prior to the termination of any Extension Period, the
Corporation may further extend the interest payment period. Notwithstanding any
provision of the Subordinated Indenture to the contrary, no Extension Period (as
so extended) shall exceed 20 consecutive quarters or extend beyond the Stated
Maturity of the Series B Securities. Upon termination of any such Extension
Period and upon the payment of all accrued and unpaid interest and any
Additional Interest then due, the Corporation may elect to begin a new Extension
Period, subject to the requirements of the Subordinated Indenture. No interest
shall be due and payable during an Extension Period, except at the end thereof.
The Corporation shall give the Property Trustee, the Regular Trustees and the
Trustee notice of its election to begin any such Extension Period at least one
Business Day prior to the earlier of (y) the next Distribution Date relating to
the Preferred Securities or (z) the date the Regular Trustees are required to
give notice of the record date or the Distribution Date relating to the
Preferred Securities to the New York Stock Exchange or other applicable
self-regulatory organization or to holders of such Preferred Securities. The
Trustee shall promptly give notice of the Corporation's election to begin any
such Extension Period to the Holders of the Outstanding Series B Securities.

     Payment of the principal of (and premium, if any) and any such interest on
this Series B Security will be made at the office or agency of the Corporation
maintained for that purpose in the City of New York, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of
the Corporation payment of interest may be made by check mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register or by wire transfer at such place and to such account at a banking
institution in the United States as may be designated in writing to the Trustee
at least sixteen (16) days prior to the date for payment by the Person entitled
thereto.
Reference is hereby made to the further provisions of this Series B
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Series B
Security shall not be entitled to any benefit under the Subordinated Indenture
or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Corporation has caused this instrument to be duly
executed under its corporate seal.

Dated at Date of Authentication:                EDISON INTERNATIONAL

                                                By:       Mary C. Simpson
                                                    Name: Mary C. Simpson
                                                    Title:Assistant Treasurer

Attest:

Kenneth S. Stewart
Kenneth S. Stewart

     This is one of the Series B Securities referred to in the within mentioned
Subordinated Indenture.

Dated:  October 29, 1999
                            THE CHASE MANHATTAN BANK,
                            as Trustee

                            By: Alfia Monastra
                                Alfia Monastra
                                Authorized Signatory
This Series B Security is one of a duly authorized issue of securities of
the Corporation, issued and to be issued in one or more series under the
Subordinated Indenture, dated as of July 26, 1999, as amended (herein called the
"Subordinated Indenture"), among the Corporation and The Chase Manhattan Bank,
as Trustee (herein called the "Trustee", which term includes any successor
trustee under the Subordinated Indenture), to which Subordinated Indenture
(including all indentures supplemental thereto) reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Trustee, the Corporation and the Holders of the Series B
Securities, and of the terms upon which the Series B Securities are, and are to
be, authenticated and delivered. This Series B Security is one of the series
designated on the face hereof, limited in aggregate principal amount to
$355,670,200.

     All terms used in this Series B Security that are defined in the
Subordinated Indenture or in the Amended and Restated Trust Agreement, dated as
of October 29, 1999 (the "Trust Agreement"), for EIX Trust II among the
Corporation, as Depositor, and the Property Trustee and the other trustees named
therein, shall have the meanings assigned to them in the Subordinated Indenture
or the Trust Agreement, as the case may be.

     The Corporation may at any time, at its option, on or after October 29,
2004, and subject to the terms and conditions of Article XI of the Subordinated
Indenture, redeem this Series B Security in whole at any time or in part from
time to time, without premium or penalty, at a redemption price equal to 100% of
the principal amount hereof plus accrued and unpaid interest, including
Additional Interest, if any, to the Redemption Date.

     Upon the occurrence and continuance of a Special Event in respect of EIX
Trust II, the Corporation may, at its option, at any time within 90 days of the
occurrence of such Special Event, redeem this Series B Security, in whole but
not in part, subject to the provisions of the Subordinated Indenture, at a
redemption price equal to 100% of the principal amount thereof plus accrued and
unpaid interest, including Additional Interest, if any, to the Redemption Date.

     The Subordinated Indenture contains provisions for satisfaction, discharge
and defeasance at any time of the entire indebtedness of this Series B Security
upon compliance by the Corporation with certain conditions set forth in the
Subordinated Indenture.

     If an Event of Default with respect to the Series B Securities shall occur
and be continuing, the principal of the Series B Securities may be declared due
and payable in the manner and with the effect provided in the Subordinated
Indenture.

     The indebtedness evidenced by this Series B Security is, to the extent
provided in the Subordinated Indenture, subordinate and subject in right of
payment to the prior payment in full of all Senior Indebtedness of the
Corporation, and this Series B Security is issued subject to the provisions of
the Subordinated Indenture with respect thereto. Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such actions as may be
necessary or appropriate to effectuate the subordination so provided and (c)
appoints the Trustee his attorney-in-fact for any and all such purposes. Each
Holder hereof, by his acceptance hereof, waives all notice of the acceptance of
the subordination provisions contained herein and in the Subordinated Indenture
by each holder of Senior Indebtedness of the Corporation, whether now
outstanding or hereafter incurred, and waives reliance by each such holder upon
said provisions.
The Subordinated Indenture permits, with certain exceptions as therein
provided, the Corporation and the Trustee at any time to enter into a
supplemental indenture or indentures for the purpose of modifying in any manner
the rights and obligations of the Corporation and of the Holders of the Series B
Securities, with the consent of the Holders of a majority in principal amount of
the Outstanding Securities of each series to be affected by such supplemental
indenture. The Subordinated Indenture also contains provisions permitting
Holders of specified percentages in principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Corporation with certain provisions of
the Subordinated Indenture and certain past defaults under the Subordinated
Indenture and their consequences. Any such consent or waiver by the Holder of
this Series B Security shall be conclusive and binding upon such Holder and upon
all future Holders of this Series B Security and of any Series B Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Series B Security.

     As provided in and subject to the provisions of the Subordinated Indenture,
if an Event of Default with respect to Series B Securities at the time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding Series B
Securities may declare the principal amount of all the Series B Securities to be
due and payable immediately, by a notice in writing to the Corporation (and to
the Trustee if given by Holders), provided that, if upon an Event of Default,
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Series B Securities fail to declare the principal of all the Series
B Securities to be immediately due and payable, the holders of at least 25% in
aggregate Liquidation Amount of the Preferred Securities then outstanding shall
have such right by a notice in writing to the Corporation and the Trustee; and
upon any such declaration the principal amount of and the accrued interest
(including any Additional Interest) on all the Series B Securities shall become
immediately due and payable, provided that the payment of principal and interest
(including any Additional Interest) on such Series B Securities shall remain
subordinated to the extent provided in the Subordinated Indenture.

     No reference herein to the Subordinated Indenture and no provision of this
Series B Security or of the Subordinated Indenture shall alter or impair the
obligation of the Corporation, which is absolute and unconditional, to pay the
principal and interest on this Series B Security at the times, place and rate,
and in the coin or currency, herein prescribed.

     As provided in the Subordinated Indenture and subject to certain
limitations therein set forth, the transfer of this Series B Security is
registrable in the Securities Register, upon surrender of this Series B Security
for registration of transfer at the office or agency of the Corporation in any
place where the principal of and any premium and interest on this Series B
Security are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Corporation and the Security Registrar
duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Series B Securities, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
The Series B Securities are issuable only in registered form without
coupons in denominations of $25 and any integral multiple thereof. As provided
in the Subordinated Indenture and subject to certain limitations therein set
forth, the Series B Securities are exchangeable for a like aggregate principal
amount of Series B Securities and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Corporation may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Series B Security for registration of
transfer, the Corporation, the Trustee and any agent of the Corporation or the
Trustee may treat the Person in whose name this Series B Security is registered
as the owner hereof for all purposes, whether or not this Series B Security be
overdue, and neither the Corporation, the Trustee nor any such agent shall be
affected by notice to the contrary.

     The Corporation and, by its acceptance of this Series B Security or a
beneficial interest therein, the Holder of, and any Person that acquires a
beneficial interest in, this Series B Security agree that for United States
federal, state and local tax purposes it is intended that this Series B Security
constitute indebtedness.

     The Series B Securities shall be governed by and construed in accordance
with the laws of the State of California, except that the rights, duties,
indemnities and immunities of the Trustee shall be governed by the laws of the
State of New York.
EDISON INTERNATIONAL

                  8.60% Subordinated Deferrable Interest Notes,

                                    Series B

No. 002                                                        $25,773,200
-------

CUSIP No. 281020 AC 1

     EDISON INTERNATIONAL, a corporation organized and existing under the laws
of the State of California (hereinafter called the "Corporation," which term
includes any successor Person under the Subordinated Indenture hereinafter
referred to), for value received, hereby promises to pay to The Chase Manhattan
Bank, as Property Trustee of EIX Trust II, or registered assigns, the principal
sum of up to $25,773,200 Dollars on October 29, 2029. The Corporation further
promises to pay interest on said principal sum from October 29, 1999 or from the
most recent Interest Payment Date on which interest has been paid or duly
provided for, quarterly (subject to deferral as set forth herein) in arrears on
November 30, February 28, May 31 and August 31 of each year (each such date, an
"Interest Payment Date"), commencing November 30, 1999, at the rate of 8.60% per
annum, until the principal hereof shall have become due and payable, plus
Additional Interest, if any, until the principal hereof is paid or duly provided
for or made available for payment and on any overdue principal and (without
duplication and to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at the rate of 8.60% per
annum, compounded quarterly. The amount of interest payable for any period will
be computed on the basis of twelve 30-day months and a 360-day year. The amount
of interest payable for any partial period shall be computed on the basis of the
actual number of elapsed days based on a 360-day year of twelve 30-day months.
In the event that any date on which interest is payable on this Series B
Security is not a Business Day, then a payment of the interest payable on such
date will be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on the date the payment was originally payable.
A "Business Day" shall mean any day other than (i) a Saturday or Sunday, (ii) a
day on which banking institutions in the City of New York or Los Angeles,
California, are authorized or obligated by law or executive order to remain
closed or (iii) a day on which the Corporate Trust Office of the Trustee is
closed for business. The interest installment so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in the
Subordinated Indenture, be paid to the Person in whose name this Series B
Security (or one or more Predecessor Securities is registered at the close of
business on the Regular Record Date for such interest installment. Any such
interest installment not so punctually paid or duly provided for shall forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Series B Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Series B Securities not
less than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Series B Securities may be listed or traded, and upon such
notice as may be required by such exchange, all as more fully provided in said
Subordinated Indenture.
So long as no Event of Default shall have occurred and be continuing, the
Corporation shall have the right, at any time during the term of the Series B
Securities, from time to time, to defer the payment of interest on the Series B
Securities for up to 20 consecutive quarters with respect to each deferred
period (each, an "Extension Period"), during which Extension Periods the
Corporation shall have the right to make partial payments of interest on any
Interest Payment Date. No Extension Period shall (i) end on a date other than an
Interest Payment Date or (ii) extend beyond the Stated Maturity of the principal
of the Series B Securities (as shortened or extended pursuant to the
Subordinated Indenture). At the end of any such Extension Period the Corporation
shall pay all interest then accrued and unpaid on the Series B Securities
(together with Additional Interest thereon, if any, at the annual rate of 8.60%,
compounded quarterly, to the extent permitted by applicable law). During any
Extension Period, the Corporation shall not (a) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any of its capital stock, (b) make any payment of principal of
or interest or premium, if any, on or repay, repurchase or redeem, any debt
security issued by it that ranks pari passu with or junior in interest to the
Series B Securities or (c) make any guarantee payments with respect to any
guaranty by the Corporation that by its terms rank pari passu with or junior in
interest to the Series B Securities; provided, however, that the Corporation may
(1) declare dividends in, or make distributions in, shares of its common stock,
(2) purchase its common stock if related to the issuance of its common stock
under any of the Corporation's benefit plans for its directors, officers or
employees, or (3) declare dividends in connection with any stockholder's rights
plan, issue its stock under such plan or repurchase any rights distributed
pursuant to such plan. Prior to the termination of any Extension Period, the
Corporation may further extend the interest payment period. Notwithstanding any
provision of the Subordinated Indenture to the contrary, no Extension Period (as
so extended) shall exceed 20 consecutive quarters or extend beyond the Stated
Maturity of the Series B Securities. Upon termination of any such Extension
Period and upon the payment of all accrued and unpaid interest and any
Additional Interest then due, the Corporation may elect to begin a new Extension
Period, subject to the requirements of the Subordinated Indenture. No interest
shall be due and payable during an Extension Period, except at the end thereof.
The Corporation shall give the Property Trustee, the Regular Trustees and the
Trustee notice of its election to begin any such Extension Period at least one
Business Day prior to the earlier of (y) the next Distribution Date relating to
the Preferred Securities or (z) the date the Regular Trustees are required to
give notice of the record date or the Distribution Date relating to the
Preferred Securities to the New York Stock Exchange or other applicable
self-regulatory organization or to holders of such Preferred Securities. The
Trustee shall promptly give notice of the Corporation's election to begin any
such Extension Period to the Holders of the Outstanding Series B Securities.

     Payment of the principal of (and premium, if any) and any such interest on
this Series B Security will be made at the office or agency of the Corporation
maintained for that purpose in the City of New York, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of
the Corporation payment of interest may be made by check mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register or by wire transfer at such place and to such account at a banking
institution in the United States as may be designated in writing to the Trustee
at least sixteen (16) days prior to the date for payment by the Person entitled
thereto.
Reference is hereby made to the further provisions of this Series B
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Series B
Security shall not be entitled to any benefit under the Subordinated Indenture
or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Corporation has caused this instrument to be duly
executed under its corporate seal.

Dated at Date of Authentication:             EDISON INTERNATIONAL

                                             By:    Mary C. Simpson
                                                    Name: Mary C. Simpson
                                                    Title:  Assistant Treasurer

Attest:

Kenneth S. Stewart
Kenneth S. Stewart

     This is one of the Series B Securities referred to in the within mentioned
Subordinated Indenture.

Dated:  October 29, 1999
                            THE CHASE MANHATTAN BANK,
                            as Trustee

                            By: Alfia Monastra
                                Alfia Monastra
                            Authorized Signatory
This Series B Security is one of a duly authorized issue of securities of
the Corporation, issued and to be issued in one or more series under the
Subordinated Indenture, dated as of July 26, 1999, as amended (herein called the
"Subordinated Indenture"), among the Corporation and The Chase Manhattan Bank,
as Trustee (herein called the "Trustee", which term includes any successor
trustee under the Subordinated Indenture), to which Subordinated Indenture
(including all indentures supplemental thereto) reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Trustee, the Corporation and the Holders of the Series B
Securities, and of the terms upon which the Series B Securities are, and are to
be, authenticated and delivered. This Series B Security is one of the series
designated on the face hereof, limited in aggregate principal amount to
$355,670,200.

     All terms used in this Series B Security that are defined in the
Subordinated Indenture or in the Amended and Restated Trust Agreement, dated as
of October 29, 1999 (the "Trust Agreement"), for EIX Trust II among the
Corporation, as Depositor, and the Property Trustee and the other trustees named
therein, shall have the meanings assigned to them in the Subordinated Indenture
or the Trust Agreement, as the case may be.

     The Corporation may at any time, at its option, on or after October 29,
2004, and subject to the terms and conditions of Article XI of the Subordinated
Indenture, redeem this Series B Security in whole at any time or in part from
time to time, without premium or penalty, at a redemption price equal to 100% of
the principal amount hereof plus accrued and unpaid interest, including
Additional Interest, if any, to the Redemption Date.

     Upon the occurrence and continuance of a Special Event in respect of EIX
Trust II, the Corporation may, at its option, at any time within 90 days of the
occurrence of such Special Event, redeem this Series B Security, in whole but
not in part, subject to the provisions of the Subordinated Indenture, at a
redemption price equal to 100% of the principal amount thereof plus accrued and
unpaid interest, including Additional Interest, if any, to the Redemption Date.

     The Subordinated Indenture contains provisions for satisfaction, discharge
and defeasance at any time of the entire indebtedness of this Series B Security
upon compliance by the Corporation with certain conditions set forth in the
Subordinated Indenture.

     If an Event of Default with respect to the Series B Securities shall occur
and be continuing, the principal of the Series B Securities may be declared due
and payable in the manner and with the effect provided in the Subordinated
Indenture.

     The indebtedness evidenced by this Series B Security is, to the extent
provided in the Subordinated Indenture, subordinate and subject in right of
payment to the prior payment in full of all Senior Indebtedness of the
Corporation, and this Series B Security is issued subject to the provisions of
the Subordinated Indenture with respect thereto. Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such actions as may be
necessary or appropriate to effectuate the subordination so provided and (c)
appoints the Trustee his attorney-in-fact for any and all such purposes. Each
Holder hereof, by his acceptance hereof, waives all notice of the acceptance of
the subordination provisions contained herein and in the Subordinated Indenture
by each holder of Senior Indebtedness of the Corporation, whether now
outstanding or hereafter incurred, and waives reliance by each such holder upon
said provisions.
The Subordinated Indenture permits, with certain exceptions as therein
provided, the Corporation and the Trustee at any time to enter into a
supplemental indenture or indentures for the purpose of modifying in any manner
the rights and obligations of the Corporation and of the Holders of the Series B
Securities, with the consent of the Holders of a majority in principal amount of
the Outstanding Securities of each series to be affected by such supplemental
indenture. The Subordinated Indenture also contains provisions permitting
Holders of specified percentages in principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Corporation with certain provisions of
the Subordinated Indenture and certain past defaults under the Subordinated
Indenture and their consequences. Any such consent or waiver by the Holder of
this Series B Security shall be conclusive and binding upon such Holder and upon
all future Holders of this Series B Security and of any Series B Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Series B Security.

     As provided in and subject to the provisions of the Subordinated Indenture,
if an Event of Default with respect to Series B Securities at the time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding Series B
Securities may declare the principal amount of all the Series B Securities to be
due and payable immediately, by a notice in writing to the Corporation (and to
the Trustee if given by Holders), provided that, if upon an Event of Default,
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Series B Securities fail to declare the principal of all the Series
B Securities to be immediately due and payable, the holders of at least 25% in
aggregate Liquidation Amount of the Preferred Securities then outstanding shall
have such right by a notice in writing to the Corporation and the Trustee; and
upon any such declaration the principal amount of and the accrued interest
(including any Additional Interest) on all the Series B Securities shall become
immediately due and payable, provided that the payment of principal and interest
(including any Additional Interest) on such Series B Securities shall remain
subordinated to the extent provided in the Subordinated Indenture.

     No reference herein to the Subordinated Indenture and no provision of this
Series B Security or of the Subordinated Indenture shall alter or impair the
obligation of the Corporation, which is absolute and unconditional, to pay the
principal and interest on this Series B Security at the times, place and rate,
and in the coin or currency, herein prescribed.

     As provided in the Subordinated Indenture and subject to certain
limitations therein set forth, the transfer of this Series B Security is
registrable in the Securities Register, upon surrender of this Series B Security
for registration of transfer at the office or agency of the Corporation in any
place where the principal of and any premium and interest on this Series B
Security are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Corporation and the Security Registrar
duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Series B Securities, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
The Series B Securities are issuable only in registered form without
coupons in denominations of $25 and any integral multiple thereof. As provided
in the Subordinated Indenture and subject to certain limitations therein set
forth, the Series B Securities are exchangeable for a like aggregate principal
amount of Series B Securities and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Corporation may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Series B Security for registration of
transfer, the Corporation, the Trustee and any agent of the Corporation or the
Trustee may treat the Person in whose name this Series B Security is registered
as the owner hereof for all purposes, whether or not this Series B Security be
overdue, and neither the Corporation, the Trustee nor any such agent shall be
affected by notice to the contrary.

     The Corporation and, by its acceptance of this Series B Security or a
beneficial interest therein, the Holder of, and any Person that acquires a
beneficial interest in, this Series B Security agree that for United States
federal, state and local tax purposes it is intended that this Series B Security
constitute indebtedness.

     The Series B Securities shall be governed by and construed in accordance
with the laws of the State of California, except that the rights, duties,
indemnities and immunities of the Trustee shall be governed by the laws of the
State of New York.

     THIS PREFERRED SECURITIES CERTIFICATE IS A BOOK-ENTRY PREFERRED SECURITIES
CERTIFICATE WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY")
OR A NOMINEE OF THE DEPOSITARY. THIS PREFERRED SECURITIES CERTIFICATE IS
EXCHANGEABLE FOR PREFERRED SECURITIES CERTIFICATES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, EXCEPT IN
LIMITED CIRCUMSTANCES.

     UNLESS THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK) TO EIX TRUST II OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PREFERRED
SECURITIES CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

CERTIFICATE NUMBER                      NUMBER OF PREFERRED SECURITIES
         P-1                                       8,000,000

                                        CUSIP NO.            26853P 20 6

                   CERTIFICATE EVIDENCING PREFERRED SECURITIES
                                       OF

                                  EIX TRUST II

        8.60% CUMULATIVE QUARTERLY INCOME PREFERRED SECURITIES, SERIES B
                 (LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY)

     EIX Trust II, a statutory business trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that CEDE & CO. (the "Holder")
is the registered owner of the number set forth above of preferred securities of
the Trust representing an undivided beneficial interest in the assets of the
Trust and designated the EIX Trust II 8.60% Cumulative Quarterly Income
Preferred Securities, Series B (liquidation amount $25 per Preferred Security)
(the "Preferred Securities"). The Preferred Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in Section 5.4 of the Trust Agreement (as defined below). The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Preferred Securities are set forth in, and this certificate
and the Preferred Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust dated as of October 29, 1999, as the same may be
amended from time to time (the "Trust Agreement") including the designation of
the terms of Preferred Securities as set forth therein. The Holder is entitled
to the benefits of the Guarantee Agreement dated as of October 29, 1999 between
Edison International, a California corporation, and The Chase Manhattan Bank, as
guarantee trustee (as the same may be amended from time to time, the
"Guarantee"), to the extent provided therein. The Trust will furnish a copy of
the Trust Agreement and the Guarantee to the Holder without charge upon written
request to the Trust at its principal place of business or registered office.
Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

     IN WITNESS WHEREOF, one of the Regular Trustees of the Trust has executed
this certificate this 29th day of October, 1999.

                                           EIX TRUST II

                                           By:      Mary C. Simpson
                                           Name:    Mary C. Simpson
                                           Title:   Regular Trustee
ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security to:

------------------------------------------------------------------------------
------------------------------------------------------------------------------
        (Insert assignee's social security or tax identification number)

------------------------------------------------------------------------------
                    (Insert address and zip code of assignee)

and irrevocably appoints

------------------------------------------------------------------------------
agent to transfer this Preferred Securities Certificate on the books of the
Trust. The agent may substitute another to act for him or her.

Date: ________________

Signature:
______________________________________________________________________________
(Sign exactly as your name appears on the other side of this Preferred
Securities Certificate)

     The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
SEC Rule 17Ad-15.
THIS PREFERRED SECURITIES CERTIFICATE IS A BOOK-ENTRY PREFERRED SECURITIES
CERTIFICATE WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY")
OR A NOMINEE OF THE DEPOSITARY. THIS PREFERRED SECURITIES CERTIFICATE IS
EXCHANGEABLE FOR PREFERRED SECURITIES CERTIFICATES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, EXCEPT IN
LIMITED CIRCUMSTANCES.

     UNLESS THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK) TO EIX TRUST II OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PREFERRED
SECURITIES CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

CERTIFICATE NUMBER                            NUMBER OF PREFERRED SECURITIES
         P-2                                               4,000,000

                                              CUSIP NO.   26853P 20 6

                   CERTIFICATE EVIDENCING PREFERRED SECURITIES
                                       OF

                                  EIX TRUST II

        8.60% CUMULATIVE QUARTERLY INCOME PREFERRED SECURITIES, SERIES B
                 (LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY)

     EIX Trust II, a statutory business trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that CEDE & CO. (the "Holder")
is the registered owner of the number set forth above of preferred securities of
the Trust representing an undivided beneficial interest in the assets of the
Trust and designated the EIX Trust II 8.60% Cumulative Quarterly Income
Preferred Securities, Series B (liquidation amount $25 per Preferred Security)
(the "Preferred Securities"). The Preferred Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in Section 5.4 of the Trust Agreement (as defined below). The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Preferred Securities are set forth in, and this certificate
and the Preferred Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust dated as of October 29, 1999, as the same may be
amended from time to time (the "Trust Agreement") including the designation of
the terms of Preferred Securities as set forth therein. The Holder is entitled
to the benefits of the Guarantee Agreement dated as of October 29, 1999 between
Edison International, a California corporation, and The Chase Manhattan Bank, as
guarantee trustee (as the same may be amended from time to time, the
"Guarantee"), to the extent provided therein. The Trust will furnish a copy of
the Trust Agreement and the Guarantee to the Holder without charge upon written
request to the Trust at its principal place of business or registered office.
Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

     IN WITNESS WHEREOF, one of the Regular Trustees of the Trust has executed
this certificate this 29th day of October, 1999.

                                                     EIX TRUST II

                                                     By:      Mary C. Simpson
                                                     Name:    Mary C. Simpson
                                                     Title:   Regular Trustee
ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security to:

------------------------------------------------------------------------------
------------------------------------------------------------------------------
        (Insert assignee's social security or tax identification number)

------------------------------------------------------------------------------
                    (Insert address and zip code of assignee)

and irrevocably appoints

------------------------------------------------------------------------------
agent to transfer this Preferred Securities Certificate on the books of
the Trust. The agent may substitute another to act for him or her.

Date: ________________

Signature:
______________________________________________________________________________
(Sign exactly as your name appears on the other side of this
Preferred Securities Certificate)

     The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
SEC Rule 17Ad-15.
THIS PREFERRED SECURITIES CERTIFICATE IS A BOOK-ENTRY PREFERRED SECURITIES
CERTIFICATE WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY")
OR A NOMINEE OF THE DEPOSITARY. THIS PREFERRED SECURITIES CERTIFICATE IS
EXCHANGEABLE FOR PREFERRED SECURITIES CERTIFICATES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, EXCEPT IN
LIMITED CIRCUMSTANCES.

     UNLESS THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK) TO EIX TRUST II OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PREFERRED
SECURITIES CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

CERTIFICATE NUMBER                          NUMBER OF PREFERRED SECURITIES
         P-3                                            1,000,000

                                            CUSIP NO.      26853P 20 6

                   CERTIFICATE EVIDENCING PREFERRED SECURITIES
                                       OF

                                  EIX TRUST II

        8.60% CUMULATIVE QUARTERLY INCOME PREFERRED SECURITIES, SERIES B
                 (LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY)

     EIX Trust II, a statutory business trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that CEDE & CO. (the "Holder")
is the registered owner of the number set forth above of preferred securities of
the Trust representing an undivided beneficial interest in the assets of the
Trust and designated the EIX Trust II 8.60% Cumulative Quarterly Income
Preferred Securities, Series B (liquidation amount $25 per Preferred Security)
(the "Preferred Securities"). The Preferred Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in Section 5.4 of the Trust Agreement (as defined below). The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Preferred Securities are set forth in, and this certificate
and the Preferred Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust dated as of October 29, 1999, as the same may be
amended from time to time (the "Trust Agreement") including the designation of
the terms of Preferred Securities as set forth therein. The Holder is entitled
to the benefits of the Guarantee Agreement dated as of October 29, 1999 between
Edison International, a California corporation, and The Chase Manhattan Bank, as
guarantee trustee (as the same may be amended from time to time, the
"Guarantee"), to the extent provided therein. The Trust will furnish a copy of
the Trust Agreement and the Guarantee to the Holder without charge upon written
request to the Trust at its principal place of business or registered office.
Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

     IN WITNESS WHEREOF, one of the Regular Trustees of the Trust has executed
this certificate this 29th day of October, 1999.

                                              EIX TRUST II

                                              By:      Mary C. Simpson
                                              Name:    Mary C. Simpson
                                              Title:   Regular Trustee
ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security to:

------------------------------------------------------------------------------
------------------------------------------------------------------------------
        (Insert assignee's social security or tax identification number)

------------------------------------------------------------------------------
                    (Insert address and zip code of assignee)

and irrevocably appoints

------------------------------------------------------------------------------
agent to transfer this Preferred Securities Certificate on the books of the
Trust. The agent may substitute another to act for him or her.

Date: ________________

Signature:
______________________________________________________________________________
(Sign exactly as your name appears on the other side of this
Preferred Securities Certificate)

     The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
SEC Rule 17Ad-15.

                      THIS CERTIFICATE IS NOT TRANSFERABLE
                     EXCEPT IN CERTAIN LIMITED CIRCUMSTANCES
                        SET FORTH IN THE TRUST AGREEMENT
                               (AS DEFINED BELOW).

CERTIFICATE NUMBER                                 NUMBER OF COMMON SECURITIES
         C-1                                                371,136

                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF

                                  EIX TRUST II

                        8.60% COMMON SECURITIES, SERIES B
                  (LIQUIDATION AMOUNT $25 PER COMMON SECURITY)

     EIX Trust II, a statutory business trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that EDISON INTERNATIONAL (the
"Holder") is the registered owner of the number set forth above of common
securities of the Trust representing beneficial interests of the Trust and
designated the 8.60% Common Securities (liquidation amount $25 per Common
Security) (the "Common Securities"). Except as provided in Section 5.10 of the
Trust Agreement (as defined below), the Common Securities are not transferable
and any attempted transfer hereof shall be void. The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Common Securities are set forth in, and this certificate and the Common
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust dated as of October 29, 1999, as the same may be amended from time to time
(the "Trust Agreement"), including the designation of the terms of Common
Securities as set forth therein. The Trust will furnish a copy of the Trust
Agreement to the Holder without charge upon written request to the Trust at its
principal place of business or registered office.

     Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

     IN WITNESS WHEREOF, one of the Regular Trustees of the Trust has executed
this certificate this 29th day of October, 1999.

                                  EIX TRUST II

                                  By:      Mary C. Simpson
                                  Name:    Mary C. Simpson
                                  Title:   Regular Trustee
THIS CERTIFICATE IS NOT TRANSFERABLE
                     EXCEPT IN CERTAIN LIMITED CIRCUMSTANCES
                        SET FORTH IN THE TRUST AGREEMENT
                               (AS DEFINED BELOW).

CERTIFICATE NUMBER                           NUMBER OF COMMON SECURITIES
         C-2                                           30,928

                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF

                                  EIX TRUST II

                        8.60% COMMON SECURITIES, SERIES B
                  (LIQUIDATION AMOUNT $25 PER COMMON SECURITY)

     EIX Trust II, a statutory business trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that EDISON INTERNATIONAL (the
"Holder") is the registered owner of the number set forth above of common
securities of the Trust representing beneficial interests of the Trust and
designated the 8.60% Common Securities (liquidation amount $25 per Common
Security) (the "Common Securities"). Except as provided in Section 5.10 of the
Trust Agreement (as defined below), the Common Securities are not transferable
and any attempted transfer hereof shall be void. The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Common Securities are set forth in, and this certificate and the Common
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust dated as of October 29, 1999, as the same may be amended from time to time
(the "Trust Agreement"), including the designation of the terms of Common
Securities as set forth therein. The Trust will furnish a copy of the Trust
Agreement to the Holder without charge upon written request to the Trust at its
principal place of business or registered office.

     Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

     IN WITNESS WHEREOF, one of the Regular Trustees of the Trust has executed
this certificate this 29th day of October, 1999.

                                  EIX TRUST II

                                  By:      Mary C. Simpson
                                  Name:    Mary C. Simpson
                                  Title:   Regular Trustee