8-K

UNITED STATES

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): May 7, 2024

Commission File Number	Exact Name of Registrant as specified in its charter	State or Other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number
1-2313	SOUTHERN CALIFORNIA EDISON COMPANY	California	95-1240335

2244 Walnut Grove Avenue
(P.O. Box 800)
Rosemead,	California	91770
(Address of principal executive offices)
(626) 302-1212
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ☐ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ☐ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ☐ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ☐ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 8.01             Other Events

On May 7, 2024, SCE Trust VIII, a statutory trust formed under the laws of the State of Delaware (the “Trust”) by Southern California Edison Company (the “Company”) agreed to sell 14,000,000 of the Trust’s 6.95% Trust Preference Securities, liquidation amount of $25 per such security (the “Trust Preference Securities”), representing undivided beneficial ownership interests in the assets of the Trust. The Trust Preference Securities are guaranteed by the Company on a subordinated basis (the “Guarantee”). The proceeds from the sale of the Trust Preference Securities, together with the proceeds from the sale by the Trust of its common securities to the Company, were used by the Trust to purchase shares of the Company's Series N Preference Stock (the “Preference Shares”). The offering relates to the registration statement on Form S-3 filed by the Company and the Trust (File No. 333-258266).

The offering is more fully described in the prospectus dated May 7, 2024 and filed with the Securities and Exchange Commission on May 8, 2024.

Item 9.01             Financial Statements and Exhibits

(d)        Exhibits

See the Exhibit Index below.

EXHIBIT INDEX

Exhibit No.	Description
1.1	Underwriting Agreement among the Company, the Trust and the underwriters named therein dated as of May 7, 2024
4.1	Certificate of Determination of Preferences of the Company’s Series N Preference Stock
4.2	Amended and Restated Declaration of Trust of SCE Trust VIII, dated May 13, 2024, among the Company (as Sponsor), The Bank of New York Mellon Trust Company, N.A. (as Institutional Trustee), BNY Mellon Trust of Delaware (as Delaware Trustee) and the Administrative Trustees named therein
4.3	Guarantee Agreement, dated May 13, 2024, by the Company
4.4	Specimen Trust Preferred Security Certificate (included in 4.2)
5.1	Opinion of Richards, Layton & Finger, P.A., dated May 13, 2024, regarding validity of the Trust Preference Securities (including the consent of such counsel)
5.2	Opinion of Michael A. Henry, dated May 13, 2024, regarding validity of the Series N Preference Shares (including the consent of such counsel)
5.3	Opinion of Baker & McKenzie LLP, dated May 13, 2024, regarding the validity of the Guarantee (including the consent of such counsel)
8.1	Opinion of Baker & McKenzie LLP, dated May 13, 2024, regarding certain tax matters (including the consent of such counsel)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 hereunto duly authorized.

	SOUTHERN CALIFORNIA EDISON COMPANY
	(Registrant)
	/s/ Natalia Woodward
	Natalia Woodward
	Vice President and Treasurer
Date: May 13, 2024

EX-1.1

Exhibit 1.1

SCE Trust VIII

14,000,000 6.95% Trust Preference Securities

(Cumulative, Liquidation Amount $25 per Trust Preference Security)

Fully and unconditionally guaranteed on a subordinated basis by

Southern California Edison Company

Underwriting Agreement

New York, New York

May 7, 2024

BofA Securities, Inc.

RBC Capital Markets, LLC

Wells Fargo Securities, LLC

as Representatives of the several Underwriters

Ladies and Gentlemen:

SCE Trust VIII (the “Trust”), a statutory trust created under the Statutory Trust Act (the “Delaware Act”) of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. C. §3801 et seq.), a subsidiary of Southern California Edison Company, a corporation organized under the laws of the State of California (the “Company” and, together with the Trust, the “Offerors”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 14,000,000 6.95% Trust Preference Securities (Cumulative, Liquidation Amount $25 per Trust Preference Security) issued by the Trust (the “Securities”).

The Securities are to be issued under an amended and restated declaration of trust (the “Declaration”), to be dated as of May 13, 2024, among the Company, as sponsor, The Bank of New York Mellon Trust Company, N.A., as institutional trustee (the “Institutional Trustee”), BNY Mellon Trust of Delaware, as Delaware trustee (the “Delaware Trustee”), and three individuals who are officers or employees of the Company, as administrative trustees (the “Administrative Trustees” and, together with the Institutional Trustee and the Delaware Trustee, the “Trustees”), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Securities will be guaranteed by the Company on a subordinated basis with respect to distributions and amounts payable upon liquidation or redemption (the “Guarantee”), to the extent described in the Preliminary Prospectus and the Final Prospectus, pursuant to a guarantee agreement to be dated as of May 13, 2024 (the “Guarantee Agreement”), entered into by the Company.

The Trust will use the proceeds from the sale of the Securities together with the proceeds from the sale of its common securities (the “Common Securities”) to the Company to purchase $350,010,000 aggregate liquidation preference of the Series N Preference Stock (the

“Series N Preference Shares”) issued by the Company pursuant to the certificate of determination of preferences for the Series N Preference Stock, to be dated as of May 13, 2024.

To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 21 hereof.

1.Representations and Warranties.  

(A)The Offerors jointly and severally represent and warrant to, and agree with, each Underwriter that:

(a)The Offerors meet the requirements for use of Form S-3 under the Act and have prepared and filed with the Commission an automatic shelf registration statement, as defined in Rule 405, on Form S-3 (file number 333-258266 and 333-258266-01), for registration under the Act of the offering and sale of the Securities.  The Company has filed with the Commission, and furnished to you, a Preliminary Prospectus relating to the Securities in accordance with Rule 424(b) and will next file with the Commission a Final Prospectus relating to the Securities in accordance with Rule 424(b).  The Registration Statement, at the Execution Time, is effective and meets the requirements set forth in Rule 415(a)(1)(x).

(b)On each Effective Date, the Registration Statement did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein), the Final Prospectus (and any amendment or supplement thereto) will, comply in all material respects with the applicable requirements of the Act, the Exchange Act and the respective rules thereunder; on each Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus (together with any amendment or supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Offerors make no representations or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished in writing to the Offerors by

2

or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Final Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.

(c)As of the Initial Sale Time, the Disclosure Package, when taken together as a whole, does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Offerors by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.

(d)Neither any Issuer Free Writing Prospectus nor the final term sheet substantially in the form of Schedule II hereto (the “Final Term Sheet”) includes any information that conflicts with the information contained in the Registration Statement, including any document incorporated by reference therein and any prospectus deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Offerors by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.

(e)The Trust has been duly created and is validly existing and in good standing as a statutory trust under the Delaware Act, is and will be classified as a “grantor trust” for United States federal income tax purposes under existing law, has the statutory trust power and authority to conduct its business as described in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, and to perform its obligations hereunder and in the Declaration, is not required to be authorized to do business in any other jurisdiction, and is not a party to or otherwise bound by any agreement other than those described in the Registration Statement, the Preliminary Prospectus and the Final Prospectus.

(f)This Underwriting Agreement (this “Agreement”) has been duly authorized, executed and delivered by the Trust.

(g)The Securities have been duly and validly authorized for issuance by the Trust and, when authenticated in the manner provided for in the Declaration and issued and delivered against payment therefor as provided herein, will be duly and validly issued and (subject to the terms of the Declaration) fully paid and nonassessable undivided beneficial interests in the assets of the Trust entitled to the benefits of the Declaration, not subject to any preemptive or other similar rights, and will conform as to legal matters in all material

3

respects to the descriptions thereof contained in the Registration Statement, the Preliminary Prospectus and the Final Prospectus.

(h)The holders of the Securities will be entitled to the same limitation on personal liability that is extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.

(i)The Common Securities have been duly authorized on behalf of the Trust by the Company, as depositor of the Trust, and upon delivery by the Trust to the Company against payment therefor as set forth in the Declaration, will be duly and validly issued and (subject to the terms of the Declaration) fully paid and nonassessable beneficial interests in the assets of the Trust entitled to the benefits of the Declaration and will conform as to legal matters in all material respects to the description thereof contained in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, the issuance of the Common Securities is not subject to preemptive or other similar rights, and on the Closing Date all of the issued and outstanding Common Securities will be directly owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity.  The Securities and the Common Securities are the only type of beneficial interest in the assets of the Trust authorized to be issued by the Trust.

(j)The issue and sale of the Securities, the Common Securities and the Series N Preference Shares and the consummation of any other of the transactions herein contemplated and the fulfillment of the terms hereof have been duly authorized by all necessary organizational action (trust or otherwise) on behalf of the Trust and the Company, as the case may be, and will not conflict with, result in a breach or violation of, or an imposition of any lien, charge or encumbrance upon any property or assets of the Company or the Trust pursuant to, (i) the articles of incorporation, by-laws, the Declaration or other organizational documents of the Company or the Trust, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or the Trust is a party or bound or to which its or their property is subject or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or the Trust of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or the Trust or any of its or their properties.

(k)The Trust is not and, after giving effect to the offering and sale of the Securities and the Common Securities and the application of the proceeds thereof as described in the Preliminary Prospectus and the Final Prospectus, the Trust will not be an “investment company” as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(B)The Company represents and warrants to, and agrees with, each Underwriter that:

(a)The Guarantee Agreement and the Declaration (together, the “Company Agreements”) have each been duly authorized and, when validly executed and delivered by the Company and in the case of the Declaration, by the Trustees, will constitute valid

4

and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject to the Enforceability Exceptions; and the Company Agreements and the certificate of determination of preferences for the Series N Preference Stock, which will each be in substantially the form filed as an exhibit to the Registration Statement (in the case of the Company Agreements), and as an exhibit to a Current Report on Form 8-K (in the case of the certificate of determination of preferences), will each conform in all material respects to the descriptions thereof in the Registration Statement, the Preliminary Prospectus and the Final Prospectus.  

(b)Each of the Administrative Trustees is an employee of the Company and, when validly executed and delivered by the Administrative Trustees, the Declaration will constitute a valid and legally binding instrument of each Administrative Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions.

(c)(i)  At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption in Rule 163 and (iv) at the Execution Time (with such date being used as the determination date for purposes of this clause (iv)), the Company was or is, as the case may be, a “well-known seasoned issuer” (as defined in Rule 405). The Company agrees to pay the fees required by the Commission relating to the Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).

(d)(i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Securities and (ii) as of the Execution Time (with such date being used as the determination date for purposes of this clause (ii)), the Company was not and is not an Ineligible Issuer (as defined in Rule 405), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an Ineligible Issuer.

(e)The Company is not and, after giving effect to the offering and sale of the Series N Preference Shares and the application of the proceeds thereof as described in the Preliminary Prospectus and the Final Prospectus, will not be an “investment company” as defined in the Investment Company Act.

(f)The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of California with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Registration Statement, the Preliminary Prospectus  and the Final Prospectus and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction that requires such qualification.

5

(g)There is no franchise, contract or other document of a character required to be described in the Registration Statement, the Preliminary Prospectus or the Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; and the statements in the Preliminary Prospectus and the Final Prospectus under the heading “Southern California Edison Company” and the statements incorporated by reference in the Preliminary Prospectus and the Final Prospectus from the sections entitled “Business—Southern California Edison Company—Regulation” and “—Environmental Considerations” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”), as supplemented by information contained in the Company’s subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, if any, which is incorporated by reference in the Preliminary Prospectus and the Final Prospectus, fairly summarize the matters therein described in all material respects.

(h)This Agreement has been duly authorized, executed and delivered by the Company.

(i)The Series N Preference Shares conform in all material respects to the description thereof contained in the Registration Statement, the Preliminary Prospectus and the Final Prospectus. The Series N Preference Shares have been duly and validly authorized, and, when issued and delivered to and paid for by the Trust, will be fully paid and nonassessable and will not be subject to preemptive or other similar rights.

(j)No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein, except such as have been obtained (i) under the Act, and (ii) from the California Public Utilities Commission, and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Registration Statement, the Preliminary Prospectus and the Final Prospectus.  

(k)The consolidated historical financial statements and schedules of the Company and its consolidated subsidiaries incorporated by reference in the Preliminary Prospectus, the Final Prospectus and the Registration Statement present fairly in all material respects the financial condition, results of operations and cash flows of the Company as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements of the Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein).  The selected financial data set forth under the caption “Selected Financial Data” in the Company’s Form 10-K, incorporated by reference in the Preliminary Prospectus, the Final Prospectus and the Registration Statement fairly present, on the basis stated in the Form 10-K, the information included therein. The financial information included or incorporated by reference in the Preliminary Prospectus and the Final Prospectus complies with the requirements of Regulation G and Item 10(e) of Regulation S-K under the Act. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, Preliminary Prospectus and Final Prospectus fairly represents the information called for in

6

all material respects and has been prepared in accordance with the Commission’s published rules, regulations and guidelines applicable thereto.

(l)PricewaterhouseCoopers LLP, who have certified certain financial statements of the Company and its consolidated subsidiaries and delivered their report with respect to the audited consolidated financial statements of the Company as of December 31, 2023 and December 31, 2022 and for each of the three years in the period ended December 31, 2023, and the related financial statement schedule incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, are an independent registered public accounting firm with respect to the Company within the meaning of the Act and the applicable published rules and regulations thereunder.

(m)No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property is pending or, to the best knowledge of the Company, threatened that (i) could reasonably be expected to have a material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby or (ii) could reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, the Preliminary Prospectus and the Final Prospectus (exclusive of any amendment or supplement thereto).

(n)The Company and its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus is in compliance with the Commission’s published rules, regulations and guidelines applicable thereto.

(o)The Company and its subsidiaries maintain “disclosure controls and procedures” (as such term is defined under Rule 13a-15(e) under the Exchange Act), and, as of March 31, 2024, such disclosure controls and procedures were effective.

(p)The Company is not in violation or default of (i) any provision of its articles of incorporation, by-laws or other organizational documents, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject or (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over it or any of its properties, as applicable (except, in the case of clauses (ii) and (iii), for such violations or defaults as would not, in the aggregate, have a Material Adverse Effect).

7

(q)The Company possesses all licenses, certificates, permits and other authorizations issued by the appropriate national and local U.S. federal and state regulatory authorities necessary to conduct its business, and the Company has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, the Preliminary Prospectus and the Final Prospectus (exclusive of any amendment or supplement thereto).  

(r)The Company is (i) in compliance with any and all applicable national and local U.S. federal and state laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) has received and is in compliance with all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business and (iii) has not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except where such non-compliance with Environmental Laws, failure to have or be in compliance with required permits, licenses or other approvals, or liability would not have a Material Adverse Effect, and except as set forth in or contemplated in the Registration Statement, the Preliminary Prospectus and the Final Prospectus (exclusive of any amendment or supplement thereto). Except as set forth in or contemplated in the Registration Statement, the Preliminary Prospectus and the Final Prospectus (exclusive of any amendment or supplement thereto), the Company has not been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.

(s)In the ordinary course of its business, the Company periodically reviews the effect of Environmental Laws on the business, operations and properties of the Company, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties).  On the basis of such review, the Company has reasonably concluded that such associated costs and liabilities would not, singly or in the aggregate, have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, the Preliminary Prospectus and the Final Prospectus (exclusive of any amendment or supplement thereto).

(t)No holders of securities of the Company have rights to the registration of such securities under the Registration Statement.

(u)The Company owns or leases all such properties as are necessary to the conduct of its operations as presently conducted.

(v)The Company has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security

8

of the Company to facilitate the sale or resale of the Securities, and the Company is not aware of any such action taken or to be taken by any affiliates of the Company.

(w)Except as set forth in or contemplated in the Registration Statement, the Preliminary Prospectus and the Final Prospectus (exclusive of any amendment or supplement thereto), the minimum funding standard under Section 302 of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (“ERISA”), has been satisfied by each “pension plan” (as defined in Section 3(2) of ERISA) which has been established or maintained by the Company and/or one or more of its subsidiaries, except where the failure to satisfy such standard would not have a Material Adverse Effect; each pension plan established or maintained by the Company and/or one or more of its subsidiaries, and the trust forming part of each such plan, has been determined by the Internal Revenue Service to be in all material respects designed in accordance with Section 401 of the Code as defined herein, and if such pension plan has subsequently been amended, the Company believes that each such pension plan, as amended, is designed in compliance with Section 401 of the Code; each of the Company and its subsidiaries has fulfilled its obligations, if any, under Section 515 of ERISA; each pension plan and welfare plan established or maintained by the Company and/or one or more of its subsidiaries is in compliance in all material respects with the currently applicable provisions of ERISA, except in such cases where noncompliance would not have a Material Adverse Effect; and neither the Company nor any of its subsidiaries has incurred or could reasonably be expected to incur any withdrawal liability under Section 4201 of ERISA, any liability under Section 4062, 4063, or 4064 of ERISA, or any other liability under Title IV of ERISA.

(x)Except as set forth in or contemplated in the Registration Statement, the Preliminary Prospectus and the Final Prospectus (exclusive of any amendment or supplement thereto), the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of the Underwriters and (ii) does not intend to use any of the proceeds from the sale of the Securities hereunder to repay any outstanding debt owed to any affiliate of the Underwriters other than commercial paper.

(y)There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply with Section 401 of the Sarbanes Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes Oxley Act”) related to loans.

(z)The Company is a “public utility” as defined in Section 201(e) of the Federal Power Act (Title 16, Chapter 12 of the United States Code) and Section 216 of the Public Utilities Code of the State of California and is regulated in respect of (i) its rates and charges by the Federal Energy Regulatory Commission and the California Public Utilities Commission and (ii) the issuance or guarantee of its securities by the Federal Energy Regulatory Commission and the California Public Utilities Commission.

Any certificate signed by any officer of the Company or any Trustee of the Trust and delivered to the Representatives or counsel for the Underwriters in connection with the

9

offering of the Securities shall be deemed a representation and warranty by either the Company or the Trust, as the case may be, as to matters covered thereby, to each Underwriter.

2.Purchase and Sale.  Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Trust agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trust, the respective number of Securities set forth opposite such Underwriter’s name in Schedule I hereto at a price equal to $25.00 per Security.  In view of the fact that the Trust will use the proceeds from the sale of the Securities to purchase the Series N Preference Shares, the Company hereby agrees to pay on the Closing Date (as defined herein) to the Underwriters, compensation in an amount equal to $0.7875 per Security; provided, however that with respect to sales made by the Underwriters to certain institutions, the Company agrees to pay compensation to the Underwriters of $0.250 per Security. The Representatives confirm to the Company that for this purpose the number of Securities sold to such institutional purchasers is 12,163,960.

3.Delivery and Payment.  Delivery of and payment for the Securities shall be made at 10:00 a.m., New York City time, on May 13, 2024 or at such time on such later date not more than five Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”).  Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Trust by wire transfer payable in same-day funds to an account specified by the Trust.  Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.

4.Offering by Underwriters.  It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the Registration Statement, Disclosure Package and the Final Prospectus.

5.Agreements.  The Offerors jointly and severally agree with the several Underwriters that:

(a)Prior to the termination of the offering of the Securities, the Offerors will not file any amendment of the Registration Statement or supplement (including the Preliminary Prospectus or the Final Prospectus) unless the Offerors have furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Offerors will cause the Final Prospectus, properly completed, and any amendment or supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Offerors will promptly advise the Representatives (1) when the Final Prospectus, and any amendment or supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b), (2) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective,

10

(3) of any request by the Commission or its staff for any amendment of the Registration Statement, or for any supplement to the Final Prospectus or for any additional information, (4) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (5) of the receipt by the Offerors of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Offerors will use their best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.

(b)The Offerors will prepare the Final Term Sheet and will file the Final Term Sheet pursuant to Rule 433(d) within the time required by such Rule.

(c)If there occurs an event or development as a result of which the Disclosure Package would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Offerors will notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented.  

(d)If, at any time when a prospectus relating to the Securities is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement, file a new registration statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, including in connection with use or delivery of the Final Prospectus, the Offerors promptly will (1) notify the Representatives of such event; (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement or new registration statement which will correct such statement or omission or effect such compliance; (3) use their best efforts to have any amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Final Prospectus; and (4) supply any amended or supplemented Final Prospectus to you in such quantities as you may reasonably request.

(e)As soon as practicable, the Company will make generally available to its security holders and to the Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158.

11

(f)Upon request, the Company will furnish to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus and any amendment or supplement thereto as the Representatives may reasonably request.  The Company will pay the expenses of printing or other production of all documents relating to the offering.

(g)The Offerors will arrange, if necessary, for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives may designate, will maintain such qualifications in effect so long as required for the distribution of the Securities and will pay any fee of the Financial Industry Regulatory Authority, Inc., in connection with its review of the offering; provided that, in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities in any jurisdiction where it is not now so subject.

(h)(i) Each Offeror agrees that, unless it has obtained or obtains, as the case may be, the prior written consent of the Representatives, and (ii) each Underwriter, severally and not jointly, agrees with each Offeror that, unless it has obtained or obtains, as the case may be, the prior written consent of each Offeror, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by an Offeror with the Commission or retained by an Offeror under Rule 433, other than a free writing prospectus containing the information contained in the Final Term Sheet; provided that, the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses, if any, included in Schedule III hereto. Any such free writing prospectus consented to by the Representatives or an Offeror is hereinafter referred to as a “Permitted Free Writing Prospectus.”  Each Offeror agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

(i)The Offerors will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Offerors or any affiliate of an Offeror or any person in privity with an Offeror or any affiliate of an Offeror), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, (i) any preferred

12

securities issued or guaranteed by the Offerors or (ii) shares of any class of capital stock of the Company or the Trust (other than the Series N Preference Shares, the Common Securities or the Securities) which is preferred as to the payment of dividends, or as to the distribution of assets upon any liquidation or dissolution of the Offerors, over shares of any other class of capital stock of the Offerors or publicly announce an intention to effect any such transaction for a period commencing on the date hereof and continuing to and including the date that is 30 days after the date of the Final Prospectus.

(j)The Offerors will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Offerors to facilitate the sale or resale of the Securities.

6.Conditions to the Obligations of the Underwriters.  The obligations of the Underwriters to purchase the Securities, as described in Section 2 hereof, shall be subject to the accuracy of the representations and warranties on the part of the Offerors contained herein as of the Initial Sale Time, the Execution Time and the Closing Date, to the accuracy of the statements of Offerors made in any certificates pursuant to the provisions hereof, to the performance by the Offerors of its obligations hereunder and to the following additional conditions:

(a)The Final Prospectus, and any amendment or supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); the Final Term Sheet and any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened and any request of the Commission for additional information (to be included in the Registration Statement or Final Prospectus or otherwise) shall have been complied with in all material respects.

(b)The Company shall have requested and caused Michael A. Henry, Assistant General Counsel of the Company, to have furnished to the Representatives his opinion, dated the Closing Date and addressed to the Representatives, to the effect that:

(i)The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of California;

(ii)The Company has the corporate power and authority to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, as described in the Registration Statement, the Preliminary Prospectus and the Final Prospectus;

(iii)The Company has all requisite corporate power and authority, has taken all requisite corporate action, and has received and is in compliance with all governmental, judicial and other authorizations, approvals and orders necessary to enter into and perform its obligations under this Agreement, the

13

Declaration and the Guarantee Agreement, and to offer, issue, sell and deliver the Series N Preference Shares;

(iv)The Company’s authorized equity capitalization is as set forth or incorporated by reference in the Preliminary Prospectus and the Final Prospectus; the capital stock of the Company conforms in all material respects to the description thereof contained or incorporated by reference in the Preliminary Prospectus and the Final Prospectus; the Series N Preference Shares have been duly and validly authorized, and, when issued and delivered to and paid for by the Trust, will be fully paid and nonassessable; the holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Series N Preference Shares; and, except as set forth or incorporated by reference in the Preliminary Prospectus and the Final Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interest in the Company are outstanding;

(v)There is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property which, in any such case, is required by the Act or the Exchange Act, or the rules and regulations thereunder, to be described in the Registration Statement, the Preliminary Prospectus or the Final Prospectus that is not described as so required and there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; and the statements included or incorporated by reference in the Preliminary Prospectus and the Final Prospectus under the headings “Validity of the Securities and Guarantee” and “Southern California Edison Company” or incorporated by reference into the Preliminary Prospectus and the Final Prospectus from the sections entitled “Business—Southern California Edison Company—Regulation” and “—Environmental Considerations” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as supplemented by information contained in the Company’s subsequent Quarterly Report on Form 10-Q and Current Reports on Form 8-K, if any, which are incorporated by reference in the Preliminary Prospectus and the Final Prospectus, fairly summarize the matters therein described in all material respects; and the statements set forth in the Preliminary Prospectus and the Final Prospectus under the heading “Description of the Series N Preference Shares,” insofar as those statements purport to summarize certain provisions of the Series N Preference Shares, are accurate summaries in all material respects;

(vi)the Registration Statement has become effective under the Act; any required filing of the Preliminary Prospectus  and the Final Prospectus, and any amendment or supplements thereto, pursuant to Rule 424(b) has been made in

14

the manner and within the time period required by Rule 424(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened and the Registration Statement, the Preliminary Prospectus and the Final Prospectus (other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act, the Exchange Act and the respective rules thereunder;

(vii)this Agreement has been duly authorized, executed and delivered by the Company in its own capacity and as the Depositor on behalf of the Trust;

(viii)the Declaration and the Guarantee Agreement have been duly authorized, executed and delivered by the Company;

(ix)no consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein, except such as have been obtained (i) under the Act and the rules and interpretations of the Commission thereunder, (ii) from the California Public Utilities Commission, and (iii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated in this Agreement and in the Registration Statement, the Preliminary Prospectus and the Final Prospectus and such other approvals (specified in such opinion) as have been obtained;

(x)None of the execution and delivery of this Agreement, the Declaration or the Guarantee Agreement, the issue and sale of the Securities, the Common Securities or the Series N Preference Shares, the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to (i) the articles of incorporation or by-laws of the Company, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties, except in the case of clauses (ii) and (iii) where such breach or violation, or lien, charge or encumbrance would not have a Material Adverse Effect; and

(xi)no holders of securities of the Company have rights to the registration of such securities under the Registration Statement.

15

Such opinion will also include language to the effect that such counsel has no reason to believe that, as of the Initial Sale Time, the documents included in the Disclosure Package contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of circumstances under which they were made, not misleading.

Such opinion will also include language to the effect that counsel has no reason to believe that on the Effective Date the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Final Prospectus as of its date and on the Closing Date included or includes any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of California or the Federal laws of the United States, to the extent he deems proper and specified in such opinion, upon the opinion of other counsel of good standing whom he believes to be reliable and who are satisfactory to counsel for the Underwriters and (B) as to matters of fact, to the extent he deems proper, on certificates of responsible officers of the Company and public officials. Such counsel may render such opinion subject to such exceptions and qualifications as are reasonable or customary under the circumstances and acceptable to counsel for the Underwriters. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date.

(c)The Representatives shall have received from Cleary Gottlieb Steen & Hamilton LLP, counsel for the Underwriters, such letter and opinion or opinions, dated the Closing Date and addressed to the Representatives as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(d)The Representatives shall have received from Baker & McKenzie LLP, counsel for the Offerors, such letter and opinion or opinions, dated the Closing Date and addressed to the Representatives with respect to the Disclosure Package, the Final Prospectus, the enforceability of the Guarantee Agreement, the due authorization, execution and delivery by the Company in its own capacity of this Agreement, the due authorization, execution and delivery by the Company of the Declaration and the Guarantee Agreement, certain United States federal income tax matters related to the Trust, and certain matters under the Investment Company Act related to the Trust.

(e)The Representatives shall have received from Emmet, Marvin & Martin, LLP, special counsel for The Bank of New York Mellon Trust Company, N.A., such opinion or opinions, dated the Closing Date and addressed to the Representatives with respect to the Institutional Trustee, and other related matters as the Representatives may reasonably require and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

16

(f)The Representatives shall have received from ReedSmith LLP, special Delaware counsel to the Delaware Trustee, such opinion or opinions, dated the Closing Date and addressed to the Representatives with respect to the Delaware Trustee, and other related matters as the Representatives may reasonably require and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(g)The Representatives shall have received from Richards, Layton & Finger, P.A., special Delaware counsel to the Offerors, such opinion or opinions, dated the Closing Date and addressed to the Representatives with respect to the issuance and sale of the Securities and the Common Securities, the Trust, this Agreement and the Declaration, and other related matters as the Representatives may reasonably require and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(h)The Company shall have furnished to the Representatives a certificate of the Company and of the Trust, signed, in the case of the Company, by the Vice President and Treasurer of the Company and, in the case of the Trust, by one of the Administrative Trustees, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package and the Final Prospectus, any supplements or amendments thereto and this Agreement and that:

(i)the representations and warranties of the Company or the Trust, as the case may be, in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date and the Company or the Trust, as the case may be, has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date;

(ii)no stop order suspending the effectiveness of the Registration Statement or notice by the Commission objecting to its use has been issued and no proceedings for that purpose have been instituted or, to their knowledge, threatened; and

(iii)since the date of the most recent financial statements included or incorporated by reference in the Preliminary Prospectus and the Final Prospectus (exclusive of any amendment or supplement thereto), there has been no material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, including the Trust, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Registration Statement, the Preliminary Prospectus and the Final Prospectus (exclusive of any amendment or supplement thereto).

(i)The Company shall have requested and caused PricewaterhouseCoopers LLP to have furnished to the Representatives, at the Execution Time and at the Closing Date, letters, dated respectively as of the Execution Time and as of the Closing Date, in

17

form and substance satisfactory to the Representatives, including confirmation that (i) they are an independent registered public accounting firm with respect to the Company within the meaning of the Act and the applicable rules and regulations thereunder adopted by the Commission and the Public Company Accounting Oversight Board (United States) (“PCAOB”) and (ii) they have performed an audit of the consolidated financial statements of the Company as of December 31, 2023 and December 31, 2022, and for each of the three years in the period ended December 31, 2023, and the related financial statement schedule; and (iii) they have performed the procedures specified by the PCAOB AS 4105, Reviews of Interim Financial Information, on the unaudited consolidated financial statements of the Company for the three-month periods ended March 31, 2024 and 2023, and as of March 31, 2024.

(j)Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Preliminary Prospectus and the Final Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (i) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, including the Trust, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Registration Statement, the Preliminary Prospectus and the Final Prospectus (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Preliminary Prospectus and the Final Prospectus (exclusive of any amendment or supplement thereto).

(k)Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s debt securities or preferred securities by any “nationally recognized statistical rating organization” (as defined for purposes of Section 3(a)(62) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that either indicates a negative change or does not indicate the direction of the possible change.

(l)The Securities shall have been listed or approved for listing, upon notice of issuance, on the New York Stock Exchange.

(m)Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request.

If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the

18

Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

The documents required to be delivered by this Section 6 shall be delivered at the office of Cleary Gottlieb Steen & Hamilton LLP, counsel for the Underwriters, at One Liberty Plaza, New York, NY, on the Closing Date.

7.Reimbursement of Underwriters’ Expenses.  If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 11 hereof or because of any refusal, inability or failure on the part of either of the Offerors to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

8.Indemnification and Contribution.  (a)  The Offerors jointly and severally agree to indemnify and hold harmless each Underwriter, the directors, officers, employees, affiliates and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Preliminary Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or the information contained in the Final Term Sheet, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Offerors will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to an Offeror by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof. This indemnity agreement will be in addition to any liability which the Offerors may otherwise have.

(b)Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Offerors, each of their directors or trustees, each of the Company’s officers who signs the Registration Statement, and each person who controls an Offeror within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Offerors to each Underwriter, but only with reference to written information relating to such Underwriter furnished to an Offeror by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity.  This indemnity

19

agreement will be in addition to any liability which any Underwriter may otherwise have.  The Offerors acknowledge that the statements set forth in the last paragraph of the cover page of the Final Prospectus regarding delivery of the Securities and, under the heading of the Final Prospectus labeled “Underwriting,” (i) the list of Underwriters and their respective participation in the sale of the Securities, (ii) the sentences related to concessions and reallowances and (iii) the paragraph related to stabilization, syndicate covering transactions and penalty bids in the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters by the Representatives for inclusion in the Final Prospectus.

(c)Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above.  The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party.  Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (A) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (B) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (C) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (D) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party.  An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes (i) an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding; and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d)In the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Offerors and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with

20

investigating or defending same) (collectively “Losses”) to which the Offerors and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Offerors on the one hand and by the Underwriters on the other from the offering of the Securities.  If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Offerors and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Offerors on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Offerors shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Final Prospectus. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Offerors on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission.  In no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the Securities) be responsible for any amount pursuant to this paragraph (d) in excess of the underwriting discount or commission applicable to the Securities purchased by such Underwriter hereunder. The Offerors and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls an Offeror within the meaning of either the Act or the Exchange Act, each officer of an Offeror who shall have signed the Registration Statement and each director or trustee of an Offeror shall have the same rights to contribution as the Offerors, subject in each case to the applicable terms and conditions of this paragraph (d).

9.Default by an Underwriter.  If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Offerors.  In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be

21

postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected.  Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Offerors and any nondefaulting Underwriter for damages occasioned by its default hereunder.

10.Certain Acknowledgements by the Offerors.  The Offerors acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Offerors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Offerors or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Offerors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Offerors shall consult with their own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Offerors with respect thereto. Any review by the Underwriters of the Offerors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Offerors.

11.Termination.  This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Offerors prior to delivery of and payment for the Securities, if at any time prior to such time (i) trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such Exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities, (iii) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Preliminary Prospectus and the Final Prospectus (exclusive of any amendment or supplement thereto).

12.Representations and Indemnities to Survive.  The respective agreements, representations, warranties, indemnities and other statements of the Offerors or their officers and trustees and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Offerors or any of the officers, trustees, directors, employees, affiliates, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

13.Patriot Act.  In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

22

14.Notices.  All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or sent by facsimile transmission to each of BofA Securities, Inc., 114 West 47th Street, NY8-114-07-01, New York, New York 10036, Attention: High Grade Transaction Management/Legal (fax no.: (212) 901-7881) (email: dg.hg_ua_notices@bofa.com); RBC Capital Markets, LLC, Brookfield Place, 200 Vesey Street, 8th Floor, New York, New York 10281, Telephone: (212) 618-7706, Email: TMGUS@rbccm.com, Attention: DCM Transaction Management/Scott Primrose; and Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Attention: Transaction Management (fax no.: (704) 410-0326); or, if sent to the Company, or to the Trust care of the Company, will be mailed, delivered or sent by facsimile transmission to Southern California Edison Company, Treasurer, 2244 Walnut Grove Ave., Rosemead, California 91770 (fax no.: (626) 302-1472) and confirmed to the attention of the General Counsel at the same address, c/o Kathleen Brennan de Jesus (Email: Kathleen.Brennandejesus@sce.com).

15.Recognition of the U.S. Special Resolution Regimes.

(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

For the purposes of this Section 15:

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

23

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

16.Successors.  This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, trustees, employees, affiliates, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder.

17.Applicable Law and Waiver of Jury Trial. (a)  This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

(b)The Offerors and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

18.Counterparts.  This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

19.Entire Agreement.  This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Offerors and the Underwriters, or any of them, with respect to the subject matter hereof.

20.Headings.  The section headings used herein are for convenience only and shall not affect the construction hereof.

21.Definitions.  The terms which follow, when used in this Agreement, shall have the meanings indicated.

“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Commission” shall mean the Securities and Exchange Commission.

24

“Disclosure Package” shall mean (i) the Preliminary Prospectus, as amended and supplemented to the Initial Sale Time, (ii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, (iii) the Final Term Sheet and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.

“Effective Date” shall mean each date and time that the Registration Statement and any post-effective amendment or amendments thereto became or become effective.

“Enforceability Exceptions” shall mean bankruptcy, insolvency, fraudulent conveyance, reorganizational, moratorium or similar laws relating to or affecting enforcement of creditor’s rights generally by general equitable principles (whether considered in proceeding at law or in equity).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Execution Time” shall mean the date and time that this Agreement is executed and delivered by the parties hereto.

“Final Prospectus” shall mean the prospectus relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time.

“Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405.

“Initial Sale Time” shall mean 2:30 p.m. (Eastern time) on the date of this Underwriting Agreement.

“Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.

“Material Adverse Effect” shall mean, with respect to the Company, any effect that is materially adverse to the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business.

“Preliminary Prospectus” shall mean the preliminary prospectus which describes the Securities and the offering thereof and is used prior to filing of the Final Prospectus.

“Registration Statement” shall mean the registration statement referred to in paragraph 1(A)(a) above, including exhibits and financial statements, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended.

“Rule 158”, “Rule 163”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 433”, “Rule 456” and “Rule 457” refer to such rules under the Act.

25

Exhibit 1.1

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Trust, the Company and the several Underwriters.

[AM_ACTIVE 405304485_10]

Very truly yours,

SCE Trust VIII

By: Southern California Edison Company
as Depositor

By: /s/ Natalia Woodward​ ​

Name: Natalia Woodward
Title: Administrative Trustee

SOUTHERN CALIFORNIA EDISON COMPANY

By:​ ​/s/ Natalia Woodward​ ​Name: Natalia Woodward
Title: Treasurer

[Underwriting Agreement - Signature Page]

The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

BofA Securities, Inc.

By: ​ ​/s/ Shawn Cepeda​ ​​ ​​ ​ Name: Shawn Cepeda
Title: Managing Director

RBC Capital Markets, LLC

By: ​ ​/s/ Scott. G. Primrose​ ​​ ​​ ​ Name: Scott G. Primrose
Title: Authorized Signatory

Wells Fargo Securities, LLC

By: ​ ​/s/ Carolyn Hurley​ ​​ ​​ ​ Name: Carolyn Hurley
Title: Managing Director

For themselves and the other several

Underwriters named in Schedule I to

the foregoing Agreement.

[Underwriting Agreement - Signature Page]

SCHEDULE I

Underwriter	Number of Securities to be Purchased
BofA Securities, Inc.‌	4,200,000
RBC Capital Markets, LLC‌	4,200,000
Wells Fargo Securities, LLC‌	4,200,000
Bancroft Capital, LLC‌	466,667
Great Pacific Securities‌	466,667
Samuel A. Ramirez & Company, Inc.‌	466,666
Total‌	14,000,000

SCHEDULE II

SCE Trust VIII

14,000,000 6.95% Trust Preference Securities

(Cumulative, Liquidation Amount $25 per Trust Preference Security)

Fully and unconditionally guaranteed, to the extent described in the related Prospectus, by

Southern California Edison Company

SUMMARY OF TERMS
Issuer:	SCE Trust VIII (the “Issuer”), a Delaware statutory trust, the sole assets of which will be the shares of Series N Preference Stock (the “Series N Preference Shares”) issued by Southern California Edison Company (the “Company”). The Company will own all of the common securities of the Issuer.
Guarantor:	The Company, to the extent described in the related prospectus dated May 7, 2024 (the “Prospectus”)
Securities Offered:	14,000,000 6.95% Trust Preference Securities (Cumulative)
Liquidation Amount:	$25 per Trust Preference Security
Aggregate Liquidation Amount:	$350,000,000
Expected Ratings of Securities*:	Baa3 / BB+ / BBB-  (Moody’s / S&P / Fitch)
Trade Date:	May 7, 2024
Settlement Date:	May 13, 2024 (T+4)
Maturity:	Perpetual
Public Offering Price:	100% per Trust Preference Security
Distributions:	6.95% of the liquidation amount of $25 per Trust Preference Security per annum, payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, beginning on September 15, 2024, subject to the Issuer receiving dividend payments on the Series N Preference Shares when, as, and if declared by the Company. Distributions on the Trust Preference Securities, and dividends on the Series N Preference Shares, are cumulative from the date of issue.
Optional Redemption:	The Company may redeem the Series N Preference Shares (i) at its option, in whole or in part, at any time, or from time to time, on or after May 13, 2029 at 100% of their liquidation preference, (ii) in whole, but not in part, at any time prior to May 13, 2029 within 90 days after the occurrence of certain changes in tax or investment company law or interpretation, as described in the Prospectus, at 101% of their liquidation preference, and (iii) in whole, but not in part, at any time prior to May 13, 2029 after the occurrence of certain changes in rating agency equity credit criteria, as described in the Prospectus, at 102% of their liquidation preference, plus, in all cases, accrued and unpaid dividends, if any. Upon any redemption of the Series N Preference Shares, a corresponding amount of Trust Preference Securities will be redeemed.
Voting Rights:	None generally, except as described in the Prospectus.
Ranking:	The Series N Preference Shares will rank equally with other series of the Company’s preference stock, including the Company’s Series E, G, H, J, K, L and M Preference Stock; junior to the Company’s cumulative preferred stock and secured and unsecured debt; and senior to the Company’s common stock. The Trust Preference Securities will effectively have the same ranking as the Series N Preference Shares, as described in the Prospectus.
Issuance of Senior Shares:	As long as any Series N Preference Shares are outstanding, the Company does not intend to issue any shares of capital stock ranking senior to the Series N Preference Shares with respect to payment of dividends and distribution of the Company’s assets upon the Company’s liquidation, dissolution or winding up.
No Conversion Rights:	Neither the Trust Preference Securities nor the Series N Preference Shares will be convertible into shares of any other class or series of the Company’s capital stock or any other security.
Use of Proceeds:	The Issuer will use all the proceeds from the sale of the Trust Preference Securities (and the sale of the Issuer’s common securities to the Company) to purchase the Series N Preference Shares from the Company. The Company intends to use the net proceeds from the sale of the Series N Preference Shares to the Issuer for general corporate purposes, including but not limited to the redemption of outstanding preference stock.
U.S. Federal Income Tax Treatment:	Under current law, generally eligible for the “dividend-received deduction” (DRD) and “qualified dividend income” (QDI) treatment, as long as the Company has sufficient current or accumulated earnings and profits.

Listing:	Application will be made to list the Trust Preference Securities on the New York Stock Exchange under the symbol “SCE PR N.” If approved for listing, the Company expects the Trust Preference Securities will begin trading on the New York Stock Exchange within 30 days of their original issue date of May 13, 2024.
Form:	Book-entry only
CUSIP/ISIN:	80620A 208/US80620A 2087
Joint Book-Running Managers:	BofA Securities, Inc. (“BofA Securities”) RBC Capital Markets, LLC (“RBC Capital Markets”) Wells Fargo Securities, LLC (“Wells Fargo Securities”)
Co-Managers:	Bancroft Capital, LLC Great Pacific Securities Samuel A. Ramirez & Company, Inc.

* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BofA Securities at 1-800-294-1322, RBC Capital Markets at 1-866-375-6829, or Wells Fargo Securities at 1-800-645-3751.

SCHEDULE III

Schedule of Free Writing Prospectus included in the Disclosure Package

None

EX-4.1

Exhibit 4.1

CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE

SERIES N PREFERENCE STOCK

SOUTHERN CALIFORNIA EDISON COMPANY

Pursuant to Section 401 of the Corporations Code of the State of California, the undersigned, being the Vice President and the Assistant Corporate Secretary, respectively, of Southern California Edison Company (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the laws of the State of California, with California entity number C57827, DO HEREBY CERTIFY:

FIRST: The Amended and Restated Articles of Incorporation, as amended (the “Articles”), authorize the issuance of 50,000,000 shares of Preference Stock which may be issued from time to time in one or more series, and authorize the Board of Directors of the Corporation to (i) fix the number of shares of any series of Preference Stock and to determine the designation of any such series, (ii) to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preference Stock, including but not limited to rights, preferences, privileges and restrictions regarding dividends (including provisions specifying dividends at a floating or variable rate or dividends to be determined by reference to an index, formula, auction, bid or other objectively ascertainable criterion), liquidation, conversion, redemption and voting (including provisions specifying no general voting rights or voting rights of more than one vote per share), and, (iii) within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series.

SECOND: Acting pursuant to the authority delegated by the Board of Directors of the Corporation, the Pricing Committee of the Board of Directors did duly adopt on May 7, 2024, the following resolutions authorizing and providing for the creation of a series of said shares of Preference Stock to be known as Series N Preference Stock, consisting of 140,004 shares, none of the shares of such series having been issued:

“NOW, THEREFORE, BE IT RESOLVED, that 140,004 shares of the presently authorized but unissued Preference Stock, no par value, be and hereby determined to be and shall be of a series of said Preference Stock hereby designated as the “Series N Preference Stock” (the “Series N Shares”); and

BE IT FURTHER RESOLVED, that the rights, preferences, privileges and restrictions of Series N Shares of such series be and the same are hereby fixed, respectively, as follows:

1. Dividends

(a)The holders of record of the Series N Shares (each individually a “Holder,” or collectively the “Holders”) will be entitled to receive, when, as and if declared by the Board of Directors of the Corporation or duly authorized committee thereof (the “Board”), in its sole discretion out of funds legally available therefor, cumulative quarterly cash dividends at an annual rate equal to 6.95% of the Liquidation Preference from, and including, the issue date of the Series N Shares through, but excluding, the redemption date of the Series N Shares, if any. When, as and if declared by the Board, the Corporation will pay dividends on the Series N Shares quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year (each, a “Dividend Payment Date”), commencing September 15, 2024. Such dividends shall be cumulative from the date of issue whether or not declared, and no interest, dividends or sum in lieu thereof shall be payable in respect of the amount of any dividend on the Series N Shares not paid on a Dividend Payment Date and accrued. If a Dividend Payment Date is not a Business Day (as defined below), the related dividend (if declared) will be paid on the next succeeding Business Day with the same force and effect as though paid on the Dividend Payment Date, without any increase to account for the period from such Dividend Payment Date through the date of actual payment.Dividends payable on the Series N Shares for any period from and including a Dividend Payment Date to but excluding the next succeeding Dividend Payment Date (a “Dividend Period”) will be computed on the basis of a 360-day year consisting of twelve 30-day months; provided however that dividends payable on the Series N Shares for the initial Dividend Period and any period shorter than a full Dividend Period will be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in the period using 30-day months. “Liquidation Preference” means $2,500.00 per share of the Series N Shares. “Business Day” means any weekday that is not a legal holiday in New York, New York and is not a day on which banking institutions in New York, New York or Los Angeles, California are closed.

(b)Dividends will be payable to Holders as of the applicable record date, which record date shall be fixed by the Board and shall be a date not exceeding 60 days before the applicable payment date. Dividends not declared with respect to a specific Dividend Payment Date shall be payable to the Holders as of the record date fixed with respect to such dividends when so declared.

(c)So long as any Series N Shares shall be outstanding, no dividend (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, the common stock of the Corporation (the “Common Stock”) or any other stock of the Corporation ranking, as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series N Shares), whether in cash or property, may be paid or declared or set apart, nor may any distribution be made on the Common Stock or such other stock, nor may any shares of Common Stock or such other stock be purchased, redeemed or otherwise acquired for value by the Corporation, unless all dividends on the Series N Shares for the

2

then-current quarterly Dividend Period and all past quarterly Dividend Periods shall have been declared and paid or set apart.

(d)The Board may, in its discretion, choose to pay dividends on the Series N Shares without the payment of any dividends on the Common Stock (or any other stock of the Corporation ranking, as to the payment of dividends, junior to the Series N Shares).

(e)No full dividends shall be declared or paid or set apart for payment on any stock of the Corporation ranking, as to the payment of dividends, equally with the Series N Shares for any period unless full dividends have been declared and paid or set apart for payment on the Series N Shares for the then-current quarterly Dividend Period and all past quarterly Dividend Periods. When dividends are not paid in full upon the Series N Shares and all other classes or series of stock of the Corporation, if any, ranking, as to the payment of dividends, equally with the Series N Shares, all dividends declared upon the Series N Shares and all such other stock of the Corporation will be declared pro rata so that the amount of dividends declared for the Series N Shares and all such other stock will in all cases bear to each other the same ratio that accrued dividends for the Series N Shares and for all such other stock bear to each other (but without, in the case of non-cumulative shares of such other stock, accumulation of unpaid dividends for prior Dividend Periods).

(f)No dividends may be declared or paid or set apart for payment on any Series N Shares if at the same time any arrears exist or default exists in the payment of dividends on any outstanding class or series of stock of the Corporation ranking, as to the payment of dividends, senior to the Series N Shares.

(g)The Holders will not be entitled to any dividends, whether payable in cash or property, other than as herein provided and will not be entitled to interest or dividends, or any sum in lieu thereof, on or in respect of any dividend payment or other payment on the Series N Shares which may be in arrears.

2. Liquidation Rights

(a)Upon any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, after payment or provision for the liabilities of the Corporation and the expenses of such dissolution, liquidation or winding up, the Holders of outstanding Series N Shareswill be entitled to receive out of the assets of the Corporation or proceeds thereof available for distribution to shareholders, before any payment or distribution of assets is made to holders of the Common Stock (or any other stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series N Shares), the Liquidation Preference per Share plus an amount equal to the accrued and unpaid dividend (whether or not declared) for the then-current quarterly Dividend Period accrued to but excluding the date of such liquidation payment, plus unpaid dividends on the Series N Shares for all past quarterly Dividend Periods, if any.

3

(b)If the assets of the Corporation available for distribution in such event are insufficient to pay in full the aggregate amount payable to Holders of Series N Shares and holders of all other classes or series of stock of the Corporation, if any, ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, equally with the Series N Shares, the assets will be distributed to the Holders of Series N Shares and holders of all such other stock pro rata, based on the full respective preferential amounts to which they are entitled (but without, in the case of any non-cumulative shares, accumulation of unpaid dividends for prior dividend periods).

(c)Notwithstanding the foregoing, Holders of Series N Shares will not be entitled to be paid any amount in respect of a dissolution, liquidation or winding up of the Corporation until holders of any classes or series of stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, senior to the Series N Shares have been paid all amounts to which such classes or series are entitled.

(d)Neither the sale, lease nor exchange (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation, nor the merger, consolidation or combination of the Corporation into or with any other corporation or the merger, consolidation or combination of any other corporation or entity into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 2.

(e)After payment to the Holders of Series N Shares of the full amount of the distribution of assets upon dissolution, liquidation or winding up of the Corporation to which they are entitled pursuant to this Section 2, such Holders will not be entitled to any further participation in any distribution of assets by the Corporation.

3. Voting Rights

The Series N Shares shall have no voting rights except as set forth in this Section 3 or as otherwise provided by California law:

(a)So long as any Series N Shares are outstanding, the consent of the Holders of at least a majority of the Series N Shares at the time outstanding, voting as a single class, or voting as a single class together with the holders of any other series of Preference Stock (i) upon which like voting or consent rights have been conferred and (ii) which are similarly affected by the matter to be voted upon, given in person or by proxy, either in writing or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any one or more of the following:

(i)any amendment of the Corporation’s Amended and Restated Articles of Incorporation which would adversely affect the rights, preferences, privileges or restrictions of the Series N Shares; or

4

(ii)the authorization or creation, or the increase in the authorized amount, of any stock of any class or any security convertible into stock of any class, ranking senior to the Series N Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation.

provided, however, that no such consent of the Holders of Series N Shares shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or convertible security is to be made, as the case may be, provision is to be made for the redemption of all Series N Shares at the time outstanding.

(b)On matters requiring their consent, the Holders will be entitled to one vote per Share.

4. Redemption

(a)Subject to the notice provisions set forth in Section 4(c) below and subject to any further limitations which may be imposed by law, the Series N Shares shall be redeemable out of funds legally available therefor (i) at the option of the Corporation at any time or from time to time, in whole or in part, on or after May 13, 2029 (an “Optional Redemption”), (ii) at the option of the Corporation exercisable prior to May 13, 2029, if the Holder of all the Series N Shares is SCE Trust VIII, a Delaware statutory trust (the “Trust”) or another Delaware statutory trust in which the Corporation owns all of the securities thereof designated as common securities, at any time, in whole but not in part, within 90 days after an Investment Company Event or a Tax Event (each, a “Special Event Redemption”), and (iii) at the option of the Corporation exercisable prior to May 13, 2029 at any time, in whole but not in part, after a Rating Agency Event (a “Rating Agency Redemption”).

(b) The redemption price for the Series N Shares being redeemed shall be, (i) in the event of an Optional Redemption, the Liquidation Preference per Series N Share being redeemed, (ii) in the event of a Special Event Redemption, 101% of the Liquidation Preference per Series N Share being redeemed; and (iii) in the event of a Rating Agency Redemption, 102% of the Liquidation Preference per Series N Share being redeemed, plus in each case an amount equal to the amount of the accrued and unpaid dividend (whether or not declared) for the then-current quarterly Dividend Period to but excluding the redemption date, plus unpaid dividends on the Series N Shares being redeemed for all past quarterly Dividend Periods, if any. If less than all of the outstanding Series N Shares are to be redeemed in an Optional Redemption, the Corporation will select the Series N Shares to be redeemed from the outstanding Series N Shares not previously called for redemption by lot or pro rata.

(c)In the event the Corporation shall redeem any or all of the Series N Shares as aforesaid, the Corporation will give notice of any such redemption to Holders neither more than 60 nor less than 30 days prior to the date fixed by the Board for such

5

redemption. Failure to give notice to any Holder shall not affect the validity of the proceedings for the redemption of Series N Shares of any other Holder being redeemed.

(d)Notice having been given as herein provided, from and after the redemption date, dividends on the Series N Shares called for redemption shall cease to accrue and such Series N Shares called for redemption will no longer be deemed outstanding, and all rights of the Holders thereof will cease.

(e)The Series N Shares will not be subject to any mandatory redemption, sinking fund or other similar provisions. In addition, Holders will have no right to require redemption of any Series N Shares.

(f)Any Series N Shares which are converted, redeemed or retired shall thereafter have the status of authorized but unissued shares of Preference Stock of the Corporation undesignated as to series, and may thereafter be reissued by the Board in the same manner as any other authorized and unissued shares of Preference Stock.

(g)If the Corporation shall deposit on or prior to any date fixed for redemption of the Series N Shares, with any bank or trust company having a capital, surplus and undivided profits aggregating at least five million dollars ($5,000,000), as a trust fund, funds sufficient to redeem the Series N Shares called for redemption, with irrevocable instructions and authority to such bank or trust company to pay on and after the date fixed for redemption or such earlier date as the Board may determine, to the respective Holders of such Series N Shares, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series N Shares so called shall be deemed to be redeemed and dividends thereon shall cease to accrue from and after said date fixed for redemption and such deposit shall be deemed to constitute full payment of said Series N Shares to the Holders thereof and thereafter said Series N Shares shall no longer be deemed to be outstanding, and the Holders thereof shall cease to be shareholders with respect to such Series N Shares, and shall have no rights with respect thereto except only the right to receive from said bank or trust company payment of the redemption price of such Series N Shares without interest.

(h) Any moneys deposited by the Corporation pursuant to Section 4(g) which shall not be required for the redemption because of the exercise of any such right of conversion or exchange subsequent to the date of the deposit shall be repaid to the Corporation forthwith.

(i)For purposes of this Certificate of Determination of Preferences, “Investment Company Event,” “Tax Event” and “Rating Agency Event” shall have the meanings ascribed to such terms in the Amended and Restated Declaration of Trust of the Trust, to be dated as of May 13, 2024, by and among Southern California Edison Company, as Sponsor, the Trustees identified therein and the holders, from time to time, of undivided beneficial interests in the assets of the Trust, as may be amended from time to time, a copy of which is available without charge upon request by writing or calling the Corporate Governance Department at the Corporation’s principal place of business.

6

5. Rank

The Series N Shares shall rank, with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation:

(a)junior to the Cumulative Preferred Stock and the $100 Cumulative Preferred Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank senior to the Series N Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation;

(b)equally with any other shares of Preference Stock and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such shares or other securities will rank equally with the Series N Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation; and

(c)senior to the Common Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank junior to the Series N Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation.

7

IN WITNESS WHEREOF, the undersigned have executed this Certificate in Rosemead, California on May 8, 2024.

/s/ Natalia Woodward

Natalia Woodward

Vice President and Treasurer

/s/ Michael A. Henry

Michael A. Henry

Assistant Corporate Secretary

Each of the undersigned declares under penalty of perjury that the matters contained in the foregoing certificate are true of their own knowledge. Executed in Rosemead, California on May 8, 2024.

/s/ Natalia Woodward

Natalia Woodward

Vice President and Treasurer

/s/ Michael A. Henry

Michael A. Henry

Assistant Corporate Secretary

8

EX-4.2

Exhibit 4.2

AMENDED AND RESTATED DECLARATION

OF TRUST

SCE TRUST VIII

Dated as of May 13, 2024

22782635.4

ARTICLE I INTERPRETATION AND DEFINITIONS

SECTION 1.1Definitions‌1

ARTICLE II [RESERVED]

ARTICLE III ORGANIZATION

SECTION 3.1Name‌7

SECTION 3.2Office‌7

SECTION 3.3Purpose‌7

SECTION 3.4Authority‌8

SECTION 3.5Title to Property of the Trust‌8

SECTION 3.6Powers and Duties of the Administrative Trustees‌8

SECTION 3.7Prohibition of Actions by the Trust and the Trustees‌10

SECTION 3.8Powers and Duties of the Institutional Trustee‌11

SECTION 3.9Certain Duties and Responsibilities of the Institutional Trustee‌13

SECTION 3.10Certain Rights of Institutional Trustee‌15

SECTION 3.11Delaware Trustee‌17

SECTION 3.12Execution of Documents‌18

SECTION 3.13Not Responsible for Recitals or Issuance of Securities‌18

SECTION 3.14Duration of Trust‌18

SECTION 3.15Mergers‌18

SECTION 3.16Paying Agent‌20

ARTICLE IV SPONSOR

SECTION 4.1Sponsor’s Purchase of Common Securities‌20

SECTION 4.2Responsibilities of the Sponsor‌20

SECTION 4.3Exchanges by the Sponsor‌21

ARTICLE V TRUSTEES

SECTION 5.1Number of Trustees‌22

SECTION 5.2Delaware Trustee‌22

SECTION 5.3Institutional Trustee; Eligibility‌22

SECTION 5.4Qualifications of Administrative Trustees and Delaware Trustee Generally‌23

SECTION 5.5Initial Trustees; Additional Powers of Administrative Trustees‌23

SECTION 5.6Appointment, Removal and Resignation of Trustees‌24

SECTION 5.7Vacancies Among Trustees‌26

-i-

Table of Contents

(continued)

Page

SECTION 5.8Effect of Vacancies‌26

SECTION 5.9Meetings‌26

SECTION 5.10Delegation of Power‌27

SECTION 5.11Merger, Conversion, Consolidation or Succession to Business‌27

ARTICLE VI DISTRIBUTIONS

SECTION 6.1Distributions‌27

ARTICLE VII ISSUANCE OF SECURITIES

SECTION 7.1General Provisions Regarding Securities‌28

SECTION 7.2Issuance of Securities; Purchase of Series N Preference Shares‌29

ARTICLE VIII TERMINATION OF TRUST

SECTION 8.1Termination of Trust‌29

ARTICLE IX TRANSFER OF INTERESTS

SECTION 9.1Transfer of Securities‌30

SECTION 9.2Transfer of Certificates‌31

SECTION 9.3Deemed Security Holders‌31

SECTION 9.4Book-Entry Interests‌31

SECTION 9.5Notices to Clearing Agency‌32

SECTION 9.6Appointment of Successor Clearing Agency‌32

SECTION 9.7Definitive Trust Preference Security Certificates‌32

SECTION 9.8Mutilated, Destroyed, Lost or Stolen Certificates‌33

ARTICLE X LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 10.1Liability‌33

SECTION 10.2Exculpation‌34

SECTION 10.3Fiduciary Duty‌34

SECTION 10.4Indemnification‌35

SECTION 10.5Outside Businesses‌38

SECTION 10.6Payment of Expenses‌38

ARTICLE XI ACCOUNTING

SECTION 11.1Fiscal Year‌39

-ii-

Table of Contents

(continued)

Page

SECTION 11.2Certain Accounting Matters‌39

SECTION 11.3Banking‌39

SECTION 11.4Withholding‌39

ARTICLE XII AMENDMENTS AND MEETINGS

SECTION 12.1Amendments‌40

SECTION 12.2Meetings of the Holders of Securities; Action by Written Consent‌42

ARTICLE XIII REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE

SECTION 13.1Representations and Warranties of Institutional Trustee‌43

SECTION 13.2Representations and Warranties of Delaware Trustee‌44

ARTICLE XIV MISCELLANEOUS

SECTION 14.1Notices‌45

SECTION 14.2Governing Law; Waiver of Jury Trial‌46

SECTION 14.3Intention of the Parties‌46

SECTION 14.4Headings‌46

SECTION 14.5Successors and Assigns‌46

SECTION 14.6Partial Enforceability‌47

SECTION 14.7Counterparts‌47

ANNEXES AND EXHIBITS

ANNEX ITerms of 6.95% Trust Preference Securities and Common Securities

EXHIBIT A-1Form of Trust Preference Security Certificate
EXHIBIT A-2Form of Common Security Certificate
EXHIBIT BUnderwriting Agreement

-iii-

AMENDED AND RESTATED DECLARATION OF TRUST

OF

SCE TRUST VIII

May 13, 2024

AMENDED AND RESTATED DECLARATION OF TRUST (“Declaration of Trust”) dated and effective as of May 13, 2024, by the Trustees (as defined herein), the Sponsor (as defined herein) and by the holders, from time to time, of undivided beneficial interests in the assets of the Trust to be issued pursuant to this Declaration of Trust (“Holders of Securities”);

WHEREAS, the Trustees and the Sponsor established SCE TRUST VIII (the “Trust”), a trust under the Statutory Trust Act (as defined herein) pursuant to a Trust Agreement dated as of June 9, 2017, (the “Existing Declaration”), and a Certificate of Trust filed with the Secretary of State of the State of Delaware on June 12, 2017, for the sole purpose of issuing and selling certain securities representing undivided beneficial interests in the assets of the Trust and investing the proceeds thereof in those certain Series N Preference Shares (as hereinafter defined) of Southern California Edison Company;

WHEREAS, as of the date hereof, no interests in the Trust have been issued;

WHEREAS, the parties hereto, by this Declaration of Trust, amend and restate each and every term and provision of the Existing Declaration; and

NOW, THEREFORE, it being the intention of the parties hereto to continue the Trust as a statutory trust under the Statutory Trust Act and that this Declaration of Trust constitute the governing instrument of such statutory trust, the Trustees declare that all assets contributed to the Trust will be held in trust for the benefit of the holders, from time to time, of the securities representing undivided beneficial interests in the assets of the Trust issued hereunder, subject to the provisions of this Declaration of Trust.

ARTICLE I

INTERPRETATION AND DEFINITIONS

SECTION 1.1Definitions.

Unless the context otherwise requires:

(a)Capitalized terms used in this Declaration of Trust but not defined in the preamble above have the respective meanings assigned to them in this Section 1.1;

(b)a term defined anywhere in this Declaration of Trust has the same meaning throughout;

(c)all references to “the Declaration of Trust” or “this Declaration of Trust” are to this Declaration of Trust as modified, supplemented or amended from time to time;

(d)all references in this Declaration of Trust to Articles and Sections and Annexes and Exhibits are to Articles and Sections of and Annexes and Exhibits to this Declaration of Trust unless otherwise specified; and

(e)a reference to the singular includes the plural and vice versa.

“Administrative Trustee”: has the meaning specified in Section 5.1(b).

“Affiliate”: has the same meaning as given to that term in Rule 405 of the Securities Act or any successor rule thereunder.

“Articles of Incorporation”: means the Amended and Restated Articles of Incorporation of the Series N Preference Share Issuer as filed with the Secretary of State of the State of California, as the same may be amended, modified or restated from time to time in accordance therewith and with the CGCL.

“Applicable Rating Agency”: means any Rating Agency that (i) (a) published a rating for the Series N Preference Share Issuer on the date of original issuance of the Trust Preference Securities and (b) publishes a rating for the Series N Preference Share Issuer at such time as a Rating Agency Event occurs, or (ii) any successor to a Rating Agency described in the preceding clause (i).

“Authorized Officer”: of a Person means any Person that is authorized to bind such Person.

“Book-Entry Interest”: means a beneficial interest in a Global Certificate, ownership and transfers of which shall be maintained and made through book entries by a Clearing Agency as described in Section 9.4.

“Business Day”: means any weekday that is not a legal holiday in New York, New York and is not a day on which banking institutions in New York, New York or Los Angeles, California are closed.

“Certificate”: means a Common Security Certificate or a Trust Preference Security Certificate.

“Certificate of Determination”: means the Certificate of Determination of Preferences of the Series N Preference Stock of Southern California Edison Company filed in the office of the Secretary of State of the State of California on May 8, 2024.

“CGCL”: means the General Corporation Law of the State of California as in effect from time to time.

“Change in 1940 Act Law”: has the meaning set forth in Annex I hereto.

-2-

“Clearing Agency”: means an organization registered as a “Clearing Agency” pursuant to Section 17A of the Exchange Act that is acting as depositary for the Trust Preference Securities and in whose name or in the name of a nominee of that organization shall be registered a Global Certificate and which shall undertake to effect book entry transfers and pledges of the Trust Preference Securities.

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

“Closing Date”: means May 13, 2024.

“Code”: means the Internal Revenue Code of 1986, as amended from time to time.

“Commission”: means the Securities and Exchange Commission.

“Common Security”: has the meaning specified in Section 7.1.

“Common Security Certificate”: means a definitive certificate in fully registered form representing a Common Security substantially in the form of Exhibit A-2.

“Company Indemnified Person”: means (a) any Administrative Trustee; (b) any Affiliate of any Administrative Trustee; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrative Trustee; or (d) any officer, employee or agent of the Trust or its Affiliates.

“Corporate Trust Office”: means an office of the Institutional Trustee at which the corporate trust business of the Institutional Trustee shall, at any particular time, be administered, which office at the date of execution of this Declaration of Trust is located at The Bank of New York Mellon Trust Company, N.A., 311 S. Wacker Drive, Suite 6200B, Mailbox #44, Chicago, IL 60606, Attn: Corporate Trust Administration, or such other address as the Institutional Trustee may designate from time to time by notice to the Holders and the Sponsor, or the principal corporate trust office of any successor Institutional Trustee (or such other address as such successor Institutional Trustee may designate from time to time by notice to the Holders and the Sponsor).

“Covered Person”: means: (a) any officer, director, shareholder, partner, member, representative, employee or agent of (i) the Trust or (ii) the Trust’s Affiliates; and (b) any Holder of Securities.

“Definitive Trust Preference Security Certificates”: has the meaning set forth in Section 9.4.

“Delaware Trustee”: has the meaning set forth in Section 5.1(b).

“Distribution”: has the meaning set forth in Section 6.1.

“Distribution Payment Period”: has the meaning set forth in Annex I hereto.

-3-

“Distribution Rate”: has the meaning set forth in paragraph 2(a) of Annex I.

“DTC”: means The Depository Trust Company, the initial Clearing Agency.

“Electronic Means” means the following communications methods: e-mail, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Institutional Trustee as available for use in connection with its services hereunder.

“Exchange Act”: means the Securities Exchange Act of 1934, as amended from time to time, or any successor legislation.

“Fiduciary Indemnified Person”: has the meaning set forth in Section 10.4(b).

“Fiscal Year”: has the meaning specified in Section 11.1.

“Global Certificate”: has the meaning set forth in Section 9.4.

“Holder”: means a Person in whose name a Certificate representing a Security is registered, such Person being a beneficial owner within the meaning of the Statutory Trust Act.

“Indemnified Person”: means a Company Indemnified Person or a Fiduciary Indemnified Person.

“Institutional Trustee”: means the Trustee meeting the eligibility requirements set forth in Section 5.3.

“Institutional Trustee Account”: has the meaning set forth in Section 3.8(c).

“Investment Company”: means an investment company as defined in the Investment Company Act.

“Investment Company Act”: means the Investment Company Act of 1940, as amended from time to time, or any successor legislation.

“Investment Company Event”: has the meaning set forth in Annex I hereto.

“Legal Action”: has the meaning set forth in Section 3.6(g).

“Liquidation Distribution”: has the meaning set forth in Annex I hereto.

“Majority in liquidation amount of the Securities”: means Holder(s) of outstanding Securities voting together as a single class or, as the context may require, Holders of outstanding Trust Preference Securities or Holders of outstanding Common Securities voting separately as a class, who are the record owners of an aggregate liquidation amount representing more than 50% of the aggregate liquidation amount (including the stated amount that would be paid on redemption or liquidation, plus accrued and unpaid Distributions to the date upon which the voting percentages are determined) of all outstanding Securities or all outstanding Securities of the relevant class, as the case may be.

-4-

“Officers’ Certificate”: means, with respect to any Person, a certificate signed by two Authorized Officers of such Person. Any Officers’ Certificate delivered with respect to compliance with a condition or covenant provided for in this Declaration of Trust shall include:

(a)a statement that each officer signing the Officers’ 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 each officer in rendering the Officers’ Certificate;

(c)a statement that each 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 each such officer, such condition or covenant has been complied with.

“Paying Agent”: means any paying agent or co-paying agent appointed pursuant to Section 3.16 and shall initially be The Bank of New York Mellon Trust Company, N.A.

“Payment Amount”: has the meaning specified in Section 6.1.

“Person”: means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust (whether statutory or common law trust), unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature.

“Quorum”: means any one Administrative Trustee or, if there is only one Administrative Trustee, such Administrative Trustee.

“Rating Agency”: means any nationally recognized statistical rating organization (within the meaning of Section 3(a)(62) of the Exchange Act).

“Rating Agency Event”: has the meaning set forth in Annex I hereto.

“Redemption/Distribution Notice”: has the meaning specified in Annex I hereto.

“Redemption Price”: has the meaning set forth in Annex I hereto.

“Registrar”: has the meaning specified in Section 9.2.

“Related Party”: means, with respect to the Sponsor, any direct or indirect wholly owned subsidiary of the Sponsor or any other Person that owns, directly or indirectly, 100% of the outstanding common stock of the Sponsor.

“Responsible Officer”: means, with respect to the Institutional Trustee, any officer within the Corporate Trust Office of the Institutional Trustee with direct responsibility for the administration of this Declaration of Trust and also means, with respect to a particular corporate

-5-

trust matter, any other officer to whom such matter is referred because of that officer’s knowledge of and familiarity with the particular subject.

“Rule 3a-5”: means Rule 3a-5 under the Investment Company Act.

“Securities”: means the Common Securities and the Trust Preference Securities.

“Securities Act”: means the Securities Act of 1933, as amended from time to time, or any successor legislation.

“Series N Preference Shares”: means the shares of Series N Preference Stock to be issued by the Series N Preference Share Issuer pursuant to the Certificate of Determination and to be registered in the name of the Institutional Trustee for the benefit of the Holders of Securities as provided herein.

“Series N Preference Share Issuer”: means Southern California Edison Company, a California corporation, in its capacity as issuer of the Series N Preference Shares.

“Series N Preference Share Issuer Governing Documents”: shall mean the Articles of Incorporation and the Certificate of Determination.

“Special Event:” shall have the meaning specified in Annex I hereto.

“Sponsor”: means Southern California Edison Company, a California corporation, or any successor entity thereto pursuant to a merger, consolidation or amalgamation, in its capacity as sponsor of the Trust.

“Sponsor Affiliated Holder”: has the meaning set forth in Section 4.3.

“Statutory Trust Act”: means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code §3801 et seq., as it may be amended from time to time, or any successor legislation.

“Subscription Agreement”: means that certain subscription agreement dated as of May 13, 2024, by and among the Trust and the Series N Preference Share Issuer regarding the purchase and sale of the Common Securities and the Series N Preference Shares.

“Successor Delaware Trustee”: has the meaning set forth in Section 5.6.

“Successor Entity”: has the meaning set forth in Section 3.15(b).

“Successor Institutional Trustee”: has the meaning set forth in Section 5.6.

“Successor Securities”: has the meaning set forth in Section 3.15(b).

“Super Majority”: has the meaning set forth in Annex I hereto.

“Tax Event”: has the meaning set forth in Annex I hereto.

-6-

“10% in liquidation amount of the Securities”: means, except as provided in the terms of the Trust Preference Securities, Holder(s) of outstanding Securities voting together as a single class or, as the context may require, Holders of outstanding Trust Preference Securities or Holders of outstanding Common Securities voting separately as a class, who are the record owners of an aggregate liquidation amount representing 10% or more of the aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accrued and unpaid Distributions to the date upon which the voting percentages are determined) of all outstanding Securities of the relevant class.

“Treasury Regulations”: means the income tax regulations, including temporary and proposed regulations, promulgated under the Code by the United States Treasury, as such regulations may be amended from time to time.

“Trust Distribution Payment Date”: has the meaning set forth in Annex I hereto.

“Trustee” or “Trustees”: means each Person who has signed this Declaration of Trust as a trustee, until such Person shall have died, resigned or been removed in accordance with the terms hereof, and all other Persons who may from time to time be duly appointed, qualified and serving as Trustees in accordance with the provisions hereof, and references herein to a Trustee or the Trustees shall refer to such Person or Persons solely in their capacity as trustees hereunder.

“Trust Preference Securities Guarantee”: means the guarantee agreement dated as of May 13, 2024 of the Sponsor in respect of the Trust Preference Securities.

“Trust Preference Security”: has the meaning specified in Section 7.1.

“Trust Preference Security Beneficial Owner”: means, with respect to a Book-Entry Interest, a Person who is the beneficial owner of such Book-Entry Interest, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).

“Trust Preference Security Certificate”: means a certificate representing a Trust Preference Security substantially in the form of Exhibit A-1.

“Underwriting Agreement”: means the Underwriting Agreement for the offering and sale of Trust Preference Securities in the form of Exhibit B.

ARTICLE II

[RESERVED]

-7-

ARTICLE III

ORGANIZATION

SECTION 3.1Name. The Trust is named “SCE TRUST VIII,” as such name may be modified from time to time by the Administrative Trustees following written notice to the Institutional Trustee, the Delaware Trustee and the Holders of Securities. The Trust’s activities may be conducted under the name of the Trust or any other name deemed advisable by the Administrative Trustees.

SECTION 3.2Office. The address of the principal office of the Trust is c/o Southern California Edison Company, 2244 Walnut Grove Avenue, Rosemead, California 91770. The Administrative Trustees may designate another principal office upon notice to the Institutional Trustee, the Delaware Trustee and the Holders of Securities.

SECTION 3.3Purpose. The exclusive purposes and functions of the Trust are (a) to issue and sell Securities and use the proceeds from such sale to acquire the Series N Preference Shares, and (b) except as otherwise limited herein, to engage in only those other activities necessary, or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, pledge any of its assets, or otherwise undertake (or permit to be undertaken) any activity that would cause the Trust not to be classified for United States federal income tax purposes as a domestic grantor trust.

SECTION 3.4Authority. Subject to the limitations provided in this Declaration of Trust and to the specific duties of the Institutional Trustee and the Sponsor, the Administrative Trustees shall have exclusive and complete authority to carry out the purposes of the Trust. An action taken by the Administrative Trustees in accordance with their powers shall constitute the act of and serve to bind the Trust and an action taken by the Institutional Trustee on behalf of the Trust in accordance with its powers herein given shall constitute the act of and serve to bind the Trust. In dealing with the Trustees acting on behalf of the Trust, no Person shall be required to inquire into the authority of the Trustees to bind the Trust. Persons dealing with the Trust are entitled to rely conclusively on the power and authority of the Trustees as set forth in this Declaration of Trust.

SECTION 3.5Title to Property of the Trust. Except as provided in Section 3.8 with respect to the Series N Preference Shares and the Institutional Trustee Account or as otherwise provided in this Declaration of Trust, legal title to all assets of the Trust shall be vested in the Trust. The Holders shall not have legal title to any part of the assets of the Trust, but shall have an undivided beneficial interest in the assets of the Trust.

SECTION 3.6Powers and Duties of the Administrative Trustees. The Administrative Trustees shall have the exclusive power, duty and authority to cause the Trust to engage in the following activities (and any actions taken by the Administrative Trustees in furtherance of the following prior to the date hereof are hereby ratified and confirmed in all respects):

(a)to issue and sell the Trust Preference Securities and the Common Securities in accordance with this Declaration of Trust; provided, however, that the Trust may issue no more than one series of Trust Preference Securities and no more than one series of Common

-8-

Securities, and, provided further, that there shall be no interests in the Trust other than the Securities, and the issuance of Securities shall be limited to one simultaneous issuance of both Trust Preference Securities and Common Securities on the Closing Date;

(b)in connection with the issue and sale of the Trust Preference Securities to:

(i)execute and file with the Commission on behalf of the Trust a registration statement on Form S-3 or on another appropriate form, or a registration statement under Rule 462(b) of the Securities Act, in each case prepared by the Sponsor, including any pre-effective or post-effective amendments thereto, relating to the registration under the Securities Act of the Trust Preference Securities;

(ii)execute and file any documents prepared by the Sponsor, or take any acts as determined by the Sponsor to be necessary in order to qualify or register all or part of the Trust Preference Securities in any state in which the Sponsor has determined to qualify or register such Trust Preference Securities for sale;

(iii)if requested by the Sponsor, execute and file an application, prepared by the Sponsor, to the New York Stock Exchange, any other national stock exchange or The NASDAQ Stock Market for listing of any Trust Preference Securities, including upon notice of issuance thereof;

(iv)if requested by the Sponsor, execute and file with the Commission on behalf of the Trust a registration statement on Form 8-A, prepared by the Sponsor, including any pre-effective or post-effective amendments thereto, relating to the registration of the Trust Preference Securities under Section 12(b) of the Exchange Act; and

(v)execute and deliver the Subscription Agreement providing for the sale and purchase of the Common Securities and the Series N Preference Shares, respectively;

(c)to acquire the Series N Preference Shares with the proceeds of the sale of the Trust Preference Securities and the Common Securities; provided, however, that the Administrative Trustees shall cause legal title to the Series N Preference Shares to be held of record in the name of the Institutional Trustee for the benefit of the Holders of the Trust Preference Securities and the Holders of Common Securities;

(d)to give the Sponsor and the Institutional Trustee prompt written notice of the occurrence of a Tax Event or Investment Company Event; provided, that the Administrative Trustees shall consult with the Sponsor and the Institutional Trustee before taking or refraining from taking any ministerial action in relation to a Tax Event or Investment Company Event;

(e)to establish a record date with respect to all actions to be taken hereunder that require a record date be established, including and with respect to, Distributions, voting rights, redemptions and exchanges, and to issue relevant notices to the Holders of Trust Preference Securities and Holders of Common Securities as to such actions and applicable record dates;

-9-

(f)to take all actions and perform such duties as may be required of the Administrative Trustees pursuant to the terms of the Securities;

(g)to bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands of or against the Trust (“Legal Action”), unless pursuant to Section 3.8(g), the Institutional Trustee has the exclusive power to bring such Legal Action;

(h)to employ or otherwise engage employees and agents (who may be designated as officers with titles) and managers, contractors, advisors, and consultants and pay reasonable compensation for such services;

(i)to incur expenses that are necessary or incidental to carry out any of the purposes of the Trust;

(j)to act as, or appoint another Person to act as, registrar and transfer agent for the Securities;

(k)to take all action that may be necessary or appropriate for the preservation and the continuation of the Trust’s valid existence, rights, franchises and privileges as a statutory trust under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Holders of the Trust Preference Securities or to enable the Trust to effect the purposes for which the Trust was created;

(l)to take any action, not inconsistent with this Declaration of Trust or with applicable law, that the Administrative Trustees determine in their discretion to be necessary or desirable in carrying out the activities of the Trust as set out in this Section 3.6, including, but not limited to:

(i)causing the Trust not to be deemed to be an Investment Company required to be registered under the Investment Company Act; and

(ii)causing the Trust to be classified for United States federal income tax purposes as a domestic grantor trust;

provided, that any such action does not materially adversely affect the interests of Holders;

(m)to take all action necessary to cause all applicable tax returns and tax information reports that are required to be filed with respect to the Trust to be duly prepared and filed by the Administrative Trustees, on behalf of the Trust; and

(n)to execute all documents or instruments, perform all duties and powers, and do all things for and on behalf of the Trust in all matters necessary or incidental to the foregoing, including, without limitation, taking all actions necessary to arrange for the book-entry distribution of the Series N Preference Shares to the Trust Preference Security Beneficial Owners under depositary arrangements with the Clearing Agency similar to those applicable to the Trust Preference Securities.

-10-

The Administrative Trustees must exercise the powers set forth in this Section 3.6 in a manner that is consistent with the purposes and functions of the Trust set out in Section 3.3, and the Administrative Trustees shall not take any action that is inconsistent with the purposes and functions of the Trust set forth in Section 3.3.

Subject to this Section 3.6, the Administrative Trustees shall have none of the powers or the authority of the Institutional Trustee set forth in Section 3.8.

For the avoidance of doubt, it is intended that the Administrative Trustees will have no powers that would cause them to be deemed fiduciaries with respect to any assets of the Trust for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended.

Any expenses incurred by the Administrative Trustees pursuant to this Section 3.6 shall be reimbursed by the Sponsor.

SECTION 3.7Prohibition of Actions by the Trust and the Trustees.

(a)The Trust shall not, and the Trustees (including the Institutional Trustee) shall not cause the Trust to, engage in any activity other than as required or authorized by this Declaration of Trust. In particular, the Trust shall not:

(i)invest any proceeds received by the Trust from holding the Series N Preference Shares, but shall promptly distribute all such proceeds to Holders of Securities pursuant to the terms of this Declaration of Trust and of the Securities;

(ii)acquire any assets other than as expressly provided herein;

(iii)possess Trust property for other than a Trust purpose;

(iv)make any loans or incur any indebtedness;

(v)possess any power or otherwise act in such a way as to vary the Trust assets;

(vi)possess any power or otherwise act in such a way as to vary the terms of the Securities in any way whatsoever (except to the extent expressly authorized in this Declaration of Trust or by the terms of the Securities);

(vii)issue any securities or other evidences of beneficial ownership of, or beneficial interest in, the Trust other than the Securities;

(viii)take any action inconsistent with the status of the Trust as a domestic grantor trust for United States federal income tax purposes;

(ix)other than as provided in this Declaration of Trust or Annex I, consent to any amendment or modification of the Certificate of Determination or the Series N Preference Shares where such consent shall be required unless the Trust shall have obtained an opinion of nationally recognized independent tax counsel

-11-

experienced in such matters to the effect that as a result of such action, the Trust will not fail to be classified as a domestic grantor trust for United States federal income tax purposes; or

(x)revoke any action previously authorized or approved by a vote of the Holders of the Trust Preference Securities as permitted hereunder.

SECTION 3.8Powers and Duties of the Institutional Trustee.

(a)The legal title to the Series N Preference Shares shall be owned by and held of record in the name of the Institutional Trustee in trust for the benefit of the Holders of the Securities. The right, title and interest of the Institutional Trustee to the Series N Preference Shares shall vest automatically in each Person who may hereafter be appointed as Institutional Trustee in accordance with Section 5.6. Such vesting and cessation of title shall be effective whether or not conveyancing documents with regard to the Series N Preference Shares have been executed and delivered.

(b)The Institutional Trustee shall not transfer its right, title and interest in the Series N Preference Shares to the Administrative Trustees or to the Delaware Trustee (if the Institutional Trustee does not also act as Delaware Trustee).

(c)The Institutional Trustee shall:

(i)establish and maintain a segregated non-interest bearing trust account (the “Institutional Trustee Account”) in the name of and under the exclusive control of the Institutional Trustee on behalf of the Holders of the Securities and, upon the receipt of payments of funds made in respect of the Series N Preference Shares registered in the name of the Institutional Trustee, deposit such funds into the Institutional Trustee Account and make payments to the Holders of the Trust Preference Securities and Holders of the Common Securities from the Institutional Trustee Account in accordance with Section 6.1. Funds in the Institutional Trustee Account shall be held uninvested until disbursed in accordance with this Declaration of Trust. The Institutional Trustee Account shall be an account that is maintained with a banking institution the rating on whose long-term unsecured indebtedness assigned by a “nationally recognized statistical rating organization,” as that term is defined for purposes of Rule 436(g)(2) under the Securities Act, is at least equal to “A”;

(ii)engage in such ministerial activities as shall be necessary or appropriate to effect the redemption of the Trust Preference Securities and the Common Securities to the extent the Series N Preference Shares are redeemed;

(iii)upon written notice of distribution issued by the Administrative Trustees in accordance with the terms of the Securities, engage in such ministerial activities as shall be necessary or appropriate to effect the distribution of the Series N Preference Shares to Holders of Securities pursuant to the terms of the Securities, including, without limitation, taking all actions necessary to arrange for the book-entry distribution of the Series N Preference Shares to the Trust

-12-

Preference Security Beneficial Owners under depositary arrangements with the Clearing Agency similar to those applicable to the Trust Preference Securities; provided, that in connection with such distribution, the Institutional Trustee shall in no event have any obligation to make the Series N Preference Shares “eligible” with the Clearing Agency or to otherwise effect depositary arrangements with the Clearing Agency similar to those applicable to the Trust Preference Securities, such obligation to be exclusively that of the Sponsor or the Administrative Trustees; and

(iv)shall, subject to its right to indemnity provided in Section 3.10(a)(vi) and its right to receive instructions as provided in Section 3.10(a)(x), take all actions any Holder may request to facilitate the exercise by such Holder of its rights under Section 5.1 of the Trust Preference Securities Guarantee.

(d)The Institutional Trustee shall take all actions and perform such duties as may be specifically required of the Institutional Trustee pursuant to the terms of the Securities.

(e)Notwithstanding anything to the contrary in this Declaration of Trust, the Series N Preference Share Issuer shall have the right to set-off any payment it is otherwise required to make in respect of any Trust Preference Security to the extent the Series N Preference Share Issuer has heretofore made, or is currently on the date of such payment making, a payment under the Trust Preference Securities Guarantee.

(f)The Institutional Trustee shall continue to serve as a Trustee until either:

(i)the Trust has been completely liquidated and the proceeds of the liquidation distributed to the Holders of Securities pursuant to the terms of the Securities and this Declaration of Trust (including Annex I); or

(ii)a Successor Institutional Trustee has been appointed and has accepted that appointment in accordance with Section 5.6.

(g)The Institutional Trustee shall have the legal power to exercise all of the rights, powers and privileges of a holder of Series N Preference Shares under the Certificate of Determination and shall, for the benefit of the Holders of Securities, enforce its rights as holder of the Series N Preference Shares subject to the rights of the Holders pursuant to the terms of such Securities, this Declaration of Trust (including Annex I), the Trust Preference Securities Guarantee and the Statutory Trust Act.

(h)Subject to this Section 3.8, the Institutional Trustee shall have none of the duties, liabilities, powers or the authority of the Administrative Trustees set forth in Section 3.6.

The Institutional Trustee must exercise the powers set forth in this Section 3.8 in a manner that is consistent with the purposes and functions of the Trust set out in Section 3.3, and the Institutional Trustee shall have no power to and shall not take any action that is inconsistent with the purposes and functions of the Trust set out in Section 3.3.

SECTION 3.9Certain Duties and Responsibilities of the Institutional Trustee.

-13-

(a)The Institutional Trustee shall undertake to perform only such duties as are specifically set forth in this Declaration of Trust and no implied covenants shall be read into this Declaration of Trust against the Institutional Trustee. Subject to any voting right of the Holders under the Securities, if the Institutional Trustee is required to decide between alternative causes of action under this Declaration of Trust, construe ambiguous provisions in this Declaration of Trust or is unsure of the application of any provision of this Declaration of Trust, the Institutional Trustee will take such action as directed in writing by the Sponsor and, if not so directed, shall not be required to take any action until so directed by the Administrative Trustees as set forth in an Officers’ Certificate, upon which the Institutional Trustee shall be permitted to conclusively rely.

(b)No provision of this Declaration of Trust shall be construed to relieve the Institutional Trustee from liability for its own bad faith, its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i)the duties and obligations of the Institutional Trustee shall be determined solely by the express provisions of this Declaration of Trust and the Institutional Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Declaration of Trust, and no implied covenants or obligations shall be read into this Declaration of Trust against the Institutional Trustee; and

(ii)in the absence of bad faith on the part of the Institutional Trustee, the Institutional 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 Institutional Trustee and conforming to the requirements of this Declaration of Trust; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Institutional Trustee, the Institutional Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Declaration of Trust (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein, absent manifest error);

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

(iv)the Institutional 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 Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Institutional Trustee, or exercising any trust or power conferred upon the Institutional Trustee under this Declaration of Trust;

(v)no provision of this Declaration of Trust shall require the Institutional Trustee to expend or risk its own funds or otherwise incur personal financial

-14-

liability in the performance of any of its duties or in the exercise of any of its rights or powers, if it 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 Declaration of Trust or indemnity reasonably satisfactory to the Institutional Trustee against such risk or liability is not reasonably assured to it;

(vi)the Institutional Trustee’s sole duty with respect to the custody, safe keeping and physical preservation of the Series N Preference Shares and the Institutional Trustee Account shall be to deal with such property in a similar manner as the Institutional Trustee deals with similar property for its own account, subject to the protections and limitations on liability afforded to the Institutional Trustee under this Declaration of Trust and the Trust Indenture Act, to the extent applicable to institutional trustees in agreements governed by the Trust Indenture Act of 1939 (as amended from time to time or any successor legislation, the “Trust Indenture Act”);

(vii)the Institutional Trustee shall have no duty or liability for or with respect to the value, genuineness, existence or sufficiency of the Series N Preference Shares or the payment of any taxes or assessments levied thereon or in connection therewith;

(viii)the Institutional Trustee shall not be liable for any interest on any money received by it except as it may otherwise agree with the Sponsor. Money held by the Institutional Trustee need not be segregated from other funds held by it except in relation to the Institutional Trustee Account maintained by the Institutional Trustee pursuant to Section 3.8(c)(i) and except to the extent otherwise required by law; and

(ix)the Institutional Trustee shall not be responsible for monitoring the compliance by the Administrative Trustees or the Sponsor with their respective duties under this Declaration of Trust, nor shall the Institutional Trustee be liable for any default, negligence or misconduct of the Administrative Trustees or the Sponsor.

SECTION 3.10Certain Rights of Institutional Trustee.

(a)Subject to the provisions of Section 3.9:

(i)the Institutional 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 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 Sponsor or the Administrative Trustees contemplated by this Declaration of Trust shall be sufficiently evidenced by an Officers’ Certificate;

-15-

(iii)whenever in the administration of this Declaration of Trust, the Institutional Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Institutional Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and conclusively rely upon an Officers’ Certificate which, upon receipt of such request, shall be promptly delivered by the Sponsor or the Administrative Trustees;

(iv)the Institutional 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 registration thereof;

(v)the Institutional Trustee may consult with counsel or other experts of its own selection and the advice or opinion of such counsel and experts with respect to legal matters or advice within the scope of such experts’ area of expertise 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 accordance with such advice or opinion, such counsel may be counsel to the Sponsor or any of its Affiliates, and may include any of its employees. The Institutional Trustee shall have the right at any time to seek instructions concerning the administration of this Declaration of Trust from any court of competent jurisdiction;

(vi)the Institutional Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Declaration of Trust or take any other action at the request or direction of any Holder, unless such Holder shall have provided to the Institutional Trustee security and indemnity, reasonably satisfactory to the Institutional Trustee, against the costs, expenses (including attorneys’ fees and expenses and the expenses of the Institutional Trustee’s agents, nominees or custodians) 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 Institutional Trustee provided that nothing contained in this Section 3.10(a)(vi) shall be taken to relieve the Institutional Trustee of its obligation to exercise the rights and powers vested in it by this Declaration of Trust;

(vii)the Institutional 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, but the Institutional Trustee, in its discretion, may make such reasonable further inquiry or investigation into such facts or matters as it may see fit at the expense of the Sponsor and shall incur no liability of any kind by reason of such inquiry or investigation;

(viii)the Institutional Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians, nominees or attorneys and the Institutional Trustee shall not be

-16-

responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

(ix)any action taken by the Institutional Trustee or its agents hereunder shall bind the Trust and the Holders of the Securities, and the signature of the Institutional Trustee or its agents alone shall be sufficient and effective to perform any such action and no third party shall be required to inquire as to the authority of the Institutional Trustee to so act or as to its compliance with any of the terms and provisions of this Declaration of Trust, both of which shall be conclusively evidenced by the Institutional Trustee’s or its agent’s taking such action;

(x)whenever in the administration of this Declaration of Trust the Institutional Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Institutional Trustee (A) may request instructions from the Holders of the Securities, or any class of Securities, which instructions may only be given by the Holders of the same proportion in liquidation amount of the Securities as would be entitled to direct the Institutional Trustee under the terms of the Securities or the terms of this Declaration of Trust in respect of such remedy, right or action, (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 conclusively relying on or acting in or accordance with such instructions;

(xi)in no event shall the Institutional Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Institutional Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action;

(xii)the rights, privileges, protections, immunities and benefits given to the Institutional Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Institutional Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder;

(xiii)the Trustee may request that the Sponsor deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Declaration of Trust;

(xiv)in no event shall the Institutional Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Institutional Trustee shall use reasonable efforts which are consistent with

-17-

accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and

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

(b)No provision of this Declaration of Trust shall be deemed to impose any duty or obligation on the Institutional 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 Institutional 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 Institutional Trustee shall be construed to be a duty.

SECTION 3.11Delaware Trustee. Notwithstanding any other provision of this Declaration of Trust other than Section 5.2, 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 Administrative Trustees or the Institutional Trustee described in this Declaration of Trust. Except as set forth in Section 5.2, the Delaware Trustee shall be a Trustee for the sole and limited purpose of fulfilling the requirements of § 3807(a) of the Statutory Trust Act that the Trust have at least one trustee with a principal place of business in the State of Delaware. The duties of the Delaware Trustee shall be limited to (i) accepting legal process served on the Trust in the State of Delaware and (ii) the execution of any certificates required to be filed with the Delaware Secretary of State which the Delaware Trustee is required to execute under § 3811 of the Statutory Trust Act. To the extent that, at law or in equity, the Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust, the Sponsor or the Holders, it is hereby understood and agreed by the other parties hereto that such duties and liabilities are replaced by the duties and liabilities of the Delaware Trustee expressly set forth in this Declaration of Trust. The Delaware Trustee shall have no liability for the acts or omissions of the Institutional Trustee, the Sponsor or the Administrative Trustees. The Delaware Trustee shall be entitled to all of the same rights, protections, privileges, benefits, indemnities and immunities under this Declaration of Trust and with respect to the Trust as the Institutional Trustee.

SECTION 3.12Execution of Documents. Except as otherwise required by the Statutory Trust Act or applicable law, any Administrative Trustee is authorized to execute on behalf of the Trust any documents that the Administrative Trustees have the power and authority to execute pursuant to Section 3.6; provided, that the registration statement referred to in Section 3.6(b)(i), including any amendments thereto, shall be signed by all of the Administrative Trustees.

SECTION 3.13Not Responsible for Recitals or Issuance of Securities. The recitals contained in this Declaration of Trust and the Securities shall be taken as the statements of the Sponsor, and the Trustees do not assume any responsibility for their correctness. The Trustees make no representations as to the value or condition of the property of the Trust or any part thereof. The Trustees make no representations as to the validity or sufficiency of this Declaration of Trust or the Securities.

-18-

SECTION 3.14Duration of Trust. The Trust shall exist until dissolved and terminated pursuant to the provisions of Article VIII hereof.

SECTION 3.15Mergers.

(a)The Trust may not 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 corporation or other body, except as described in Section 3.15(b) and (c), and Section 3 of Annex I.

(b)The Trust may, with the consent of the Administrative Trustees or, if there are more than two, a majority of the Administrative Trustees and without the consent of the Holders of the Securities, the Delaware Trustee or the Institutional Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as such under the laws of any State; provided, that:

(i)if the Trust is not the successor, such successor entity (the “Successor Entity”) either:

(A)expressly assumes all of the obligations of the Trust under the Securities; or

(B)substitutes for the Securities other securities having substantially the same terms as the Trust Preference Securities (the “Successor Securities”) so long as the Successor Securities rank the same as the Trust Preference Securities rank with respect to Distributions and payments upon liquidation, redemption and otherwise;

(ii)the Series N Preference Share Issuer expressly acknowledges a trustee of the Successor Entity that possesses the same powers and duties as the Institutional Trustee in its capacity as the Holder of the Series N Preference Shares;

(iii)immediately following such merger, consolidation, amalgamation or replacement, the Trust Preference Securities of the Successor Entity or any Successor Securities are listed, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or with any other organization on which the Trust Preference Securities are then listed or quoted, if any;

(iv)such merger, consolidation, amalgamation or replacement does not cause the Trust Preference Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization;

(v)such merger, consolidation, amalgamation or replacement does not adversely affect the powers, preferences or special rights of the Securities (including any Successor Securities) in any material respect (other than with respect to any dilution of Holders’ interests in the new entity as a result of such merger, consolidation, amalgamation or replacement);

-19-

(vi)such Successor Entity has a purpose identical to that of the Trust;

(vii)prior to such merger, consolidation, amalgamation or replacement, the Sponsor has received an opinion of a nationally recognized independent counsel to the Sponsor experienced in such matters to the effect that:

(A)such merger, consolidation, amalgamation or replacement does not adversely affect the powers, preferences or special rights of the Securities (including any Successor Securities) in any material respect (other than with respect to any dilution of the Holders’ interest in the new entity); and

(B)following such merger, consolidation, amalgamation or replacement, neither the Trust nor the Successor Entity will be required to register as an Investment Company; and

(C)following such merger, consolidation, amalgamation or replacement, the Trust (or the Successor Entity) will continue to be classified as a domestic grantor trust for United States federal income tax purposes; and

(viii)the Sponsor or any permitted successor or assignee owns all of the Common Securities and guarantees the obligations of such Successor Entity under the Successor Securities at least to the extent provided by the Trust Preference Securities Guarantee and such Successor Entity expressly assumes all of the obligations of the Trust with respect to the Trustees.

(c)Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of Holders of 100% in liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it, if in the opinion of a nationally recognized independent tax counsel experienced in such matters, such consolidation, amalgamation, merger or replacement would cause the Trust or the Successor Entity to be classified as other than a domestic grantor trust for United States federal income tax purposes.

SECTION 3.16Paying Agent. The initial Paying Agent shall be The Bank of New York Mellon Trust Company N.A. and any co-paying agent chosen by the Paying Agent and acceptable to the Administrative Trustees and the Sponsor. The Paying Agent shall make Distributions and shall report the amounts of such Distributions to the Institutional Trustee and the Administrative Trustees. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ written notice to the Administrative Trustees, the Institutional Trustee and the Sponsor. In the event that The Bank of New York Mellon Trust Company, N.A. shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Administrative Trustees shall appoint a successor that is acceptable to the Institutional Trustee and the Sponsor to act as Paying Agent (which shall be a bank or trust company). The Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrative Trustees to execute and deliver to the Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall

-20-

agree with the Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Institutional Trustee and upon resignation or removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Institutional Trustee. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

ARTICLE IV

SPONSOR

SECTION 4.1Sponsor’s Purchase of Common Securities. On the Closing Date, the Sponsor will purchase, by payment of $10,000 to the Trust, all of the Common Securities issued by the Trust, with a liquidation amount equal to $10,000, at the same time as Trust Preference Securities are sold, as further described in Section 7.2 hereof.

SECTION 4.2Responsibilities of the Sponsor. In connection with the issue and sale of the Trust Preference Securities, the Sponsor shall have the exclusive right and responsibility to engage in the following activities (and any actions taken by the Sponsor in furtherance of the following prior to the date hereof are hereby ratified and confirmed in all respects):

(a)to prepare for filing by the Trust with the Commission a registration statement on Form S-3 or on another appropriate form, or a registration statement under Rule 462(b) of the Securities Act, including any pre-effective or post-effective amendments thereto, relating to the registration under the Securities Act of the Trust Preference Securities;

(b)to determine the States in which to take appropriate action to qualify or register for sale all or part of the Trust Preference Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such States;

(c)if it determines to be necessary or appropriate in its sole discretion, to prepare for filing by the Trust an application to the New York Stock Exchange, any other national stock exchange or The NASDAQ Stock Market for listing upon notice of issuance of any Trust Preference Securities;

(d)if it determines to be necessary or appropriate in its sole discretion, to prepare for filing by the Trust with the Commission a registration statement on Form 8-A, including any pre-effective or post-effective amendments thereto, relating to the registration of the Trust Preference Securities under Section 12(b) of the Exchange Act, including any amendments thereto; and

(e)to negotiate the terms of, execute and deliver the Underwriting Agreement providing for the sale of the Trust Preference Securities

-21-

SECTION 4.3Exchanges by the Sponsor.

(a)If at any time, or from time to time, the Sponsor or any of its Affiliates (in either case, a “Sponsor Affiliated Holder”) is the Holder of any Trust Preference Securities, such Sponsor Affiliated Holder shall have the right to deliver to the Institutional Trustee all or such portion of its Trust Preference Securities as it elects and receive, in exchange therefor, Series N Preference Shares in an aggregate liquidation preference equal to the stated liquidation amount of, with a dividend rate identical to the Distribution Rate of, and accrued and unpaid dividends equal to accrued and unpaid Distributions on, the Trust Preference Securities. Such election (i) shall be exercisable by such Sponsor Affiliated Holder delivering to the Institutional Trustee a written notice of such election (A) specifying the liquidation amount of the Trust Preference Securities with respect to which such election is being made and (B) the date on which such exchange shall occur, which date shall not be less than three (3) Business Days after the receipt by the Institutional Trustee of such election notice, and which may be any date other than the record date for any Distribution or a date from such record date to and including the Distribution Date for such Distribution and (ii) shall be conditioned upon such Sponsor Affiliated Holder having delivered or caused to be delivered to the Institutional Trustee or its designee the Trust Preference Securities which are the subject of such election by 10:00 A.M. New York City time, on the date on which such exchange is to occur. After the exchange, such Trust Preference Securities will be cancelled and will no longer be deemed to be outstanding and all rights of the Sponsor or its Affiliate(s) with respect to such Trust Preference Securities will cease, including accrued and unpaid Distributions thereon. In the event such Trust Preference Securities are Book-Entry Interests, upon such exchange the Registrar (including the Institutional Trustee, in its capacity as Registrar) shall cause an annotation to be made on the related Global Certificate or certificates evidencing such Book-Entry Interests to evidence the reduction in the liquidation amount thereof resulting from such cancellation. In the event of any exchange of Trust Preference Securities contemplated in this subsection (a) that would leave no Trust Preference Securities outstanding, the Sponsor shall have the right to require the Institutional Trustee to exchange any remaining outstanding Common Securities of the Trust in the same manner described in this subsection (a).

(b)Notwithstanding anything else in this Declaration of Trust to the contrary, in order to effectuate the exchanges contemplated in (a) above, the Trust is hereby authorized to execute, deliver and perform, and the Sponsor, the Institutional Trustee, any Administrative Trustee or the Registrar, on behalf of the Trust, acting singly or collectively, is hereby authorized to execute and deliver on behalf of the Trust, an exchange agreement, cancellation letter, and any and all other documents, agreements, or certificates contemplated by or related to the exchanges made pursuant to (a) above, in each case without further vote or approval of any other Person. For the avoidance of doubt, the exchanges contemplated in (a) above shall not be deemed “redemptions” for any purposes of this Declaration of Trust or the terms of the Trust Preference Securities.

ARTICLE V

TRUSTEES

SECTION 5.1Number of Trustees. The number of Trustees initially shall be five, and:

-22-

(a)at any time before the issuance of any Securities, the Sponsor may, by written instrument, increase or decrease the number of Trustees; and

(b)after the issuance of any Securities, the number of Trustees may be increased or decreased by vote of the Holders of a Majority in liquidation amount of the Common Securities voting as a class at a meeting of the Holders of the Common Securities, provided, however, that the number of Trustees shall in no event be less than two; provided further that (1) one Trustee, in the case of a natural person, shall be a person who is a resident of the State of Delaware or that, if not a natural person, shall be an entity which has its principal place of business in the State of Delaware (the “Delaware Trustee”); (2) there shall be at least one Trustee who is an employee or officer of, or is affiliated with the Sponsor (an “Administrative Trustee”); and (3) one Trustee shall be the Institutional Trustee, and such Trustee may also serve as Delaware Trustee if it meets the applicable requirements.

SECTION 5.2Delaware Trustee. If required by the Statutory Trust Act, the Delaware Trustee shall be:

(a)a natural person who is a resident of the State of Delaware; or

(b)if not a natural person, an entity which has its principal place of business in the State of Delaware, and otherwise meets the requirements of applicable law,

provided, that if the Institutional Trustee has its principal place of business in the State of Delaware and otherwise meets the requirements of applicable law, then the Institutional Trustee shall also be the Delaware Trustee and Section 3.11 shall have no application.

SECTION 5.3Institutional Trustee; Eligibility.

(a)There shall at all times be one Trustee that shall act as Institutional Trustee which shall:

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

(ii)be a corporation organized and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia, or a corporation or Person permitted by the Commission to act as an institutional trustee under the Trust Indenture Act, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least 50 million U.S. dollars ($50,000,000), and subject to supervision or examination by Federal, State, Territorial or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to above, then for the purposes of this Section 5.3(a)(ii), 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.

-23-

(b)If at any time the Institutional Trustee shall cease to be eligible to so act under Section 5.3(a), the Institutional Trustee shall immediately resign in the manner and with the effect set forth in Section 5.6(c).

(c)If the Institutional Trustee has or shall acquire any “conflicting interest” within the meaning of § 310(b) of the Trust Indenture Act, as such act would be applied to institutional trustees in agreements governed by the Trust Indenture Act, the Institutional Trustee and the Holders of the Common Securities (as if such Holders were the obligor referred to in § 310(b) of the Trust Indenture Act) shall in all respects comply with the provisions of § 310(b) of the Trust Indenture Act as such act would be applied to institutional trustees in agreements governed by the Trust Indenture Act.

(d)The initial Institutional Trustee shall be as set forth in Section 5.5 hereof.

SECTION 5.4Qualifications of Administrative Trustees and Delaware Trustee Generally. Each Administrative Trustee and the Delaware Trustee (unless the Institutional Trustee also acts as Delaware Trustee) shall be (i) a “United States person” as defined in Section 7701(a)(30) of the Code and (ii) either a natural person who is at least 21 years of age or a legal entity that shall act through one or more Authorized Officers.

SECTION 5.5Initial Trustees; Additional Powers of Administrative Trustees.

(a)The initial Administrative Trustees shall be:

Natalia Woodward
Michael A. Henry
Aaron Moss

The initial Delaware Trustee shall be:

BNY Mellon Trust of Delaware

The initial Institutional Trustee shall be:

The Bank of New York Mellon Trust Company, N.A.

(b)Except as expressly set forth in this Declaration of Trust and except if a meeting of the Administrative Trustees is called with respect to any matter over which the Administrative Trustees have power to act, any power of the Administrative Trustees may be exercised by, or with the consent of, any one such Administrative Trustee.

(c)Except as otherwise required by the Statutory Trust Act or applicable law, any Administrative Trustee is authorized to execute on behalf of the Trust any documents which the Administrative Trustees have the power and authority to cause the Trust to execute pursuant to Section 3.6, provided, that the registration statement referred to in Section 3.6, including any amendments thereto, shall be signed by all of the Administrative Trustees.

-24-

(d)An Administrative 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 purposes of signing any documents which the Administrative Trustees have power and authority to cause the Trust to execute pursuant to Section 3.6.

SECTION 5.6Appointment, Removal and Resignation of Trustees.

(a)Subject to Section 5.6(b), Trustees may be appointed or removed without cause at any time:

(i)until the issuance of any Securities, by written instrument executed by the Sponsor; and

(ii)in the case of the Administrative Trustees, after the issuance of any Securities, by vote of the Holders of a Majority in liquidation amount of the Common Securities voting as a class at a meeting of the Holders of the Common Securities;

(iii)in the case of the Institutional Trustee and the Delaware Trustee, unless the Institutional Trustee is actively enforcing the Institutional Trustee’s rights as a holder of the Series N Preference Shares while Trust Preference Securities are outstanding, by a vote of the Holders of a Majority in liquidation amount of the Common Securities voting as a class at a meeting of the Holders of the Common Securities; and

(iv)in the case of the Institutional Trustee and the Delaware Trustee, if the Institutional Trustee is actively enforcing the Institutional Trustee’s rights as a holder of the Series N Preference Shares while Trust Preference Securities are outstanding, by a vote of the Holders of a Majority in liquidation amount of the Trust Preference Securities voting as a class at a meeting of the Holders of the Trust Preference Securities.

(b)(i) The Trustee that acts as Institutional Trustee shall not be removed in accordance with Section 5.6(a) until a successor Trustee possessing the qualifications to act as Institutional Trustee under Section 5.3 (a “Successor Institutional Trustee”) has been appointed and has accepted such appointment by written instrument executed by such Successor Institutional Trustee and delivered to the Administrative Trustees and the Sponsor; and

(ii)the Trustee that acts as Delaware Trustee shall not be removed in accordance with Section 5.6(a) until a successor Trustee possessing the qualifications to act as Delaware Trustee under Sections 5.2 and 5.4 (a “Successor Delaware Trustee”) has been appointed and has accepted such appointment by written instrument executed by such Successor Delaware Trustee and delivered to the Administrative Trustees and the Sponsor.

(c)A Trustee appointed to office shall hold office until his successor shall have been appointed or until his death, removal or resignation. Any Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing signed by the

-25-

Trustee and delivered to the Sponsor and the Trust, which resignation shall take effect upon such delivery or upon such later date as is specified therein; provided, however, that:

(i)No such resignation of the Trustee that acts as the Institutional Trustee shall be effective:

(A)until a Successor Institutional Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Institutional Trustee and delivered to the Trust, the Sponsor and the resigning Institutional Trustee; or

(B)until the assets of the Trust have been completely liquidated and the proceeds thereof distributed to the Holders of the Securities; and

(ii)no such resignation of the Trustee that acts as the Delaware Trustee shall be effective until a Successor Delaware Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Delaware Trustee and delivered to the Trust, the Sponsor and the resigning Delaware Trustee.

(d)The Holders of the Common Securities shall use their best efforts to promptly appoint a Successor Delaware Trustee or Successor Institutional Trustee as the case may be if the Institutional Trustee or the Delaware Trustee delivers an instrument of resignation in accordance with this Section 5.6.

(e)If no Successor Institutional Trustee or Successor Delaware Trustee shall have been appointed and accepted appointment as provided in this Section 5.6 within 60 days after delivery to the Sponsor and the Trust of an instrument of resignation, the resigning Institutional Trustee or Delaware Trustee, as applicable, may petition at the expense of the Sponsor any court of competent jurisdiction for appointment of a Successor Institutional Trustee or Successor Delaware Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper and prescribe, appoint a Successor Institutional Trustee or Successor Delaware Trustee, as the case may be.

(f)No Institutional Trustee or Delaware Trustee shall be liable for the acts or omissions to act of any Successor Institutional Trustee or Successor Delaware Trustee, as the case may be.

SECTION 5.7Vacancies Among Trustees. If a Trustee ceases to hold office for any reason and the number of Trustees is not reduced pursuant to Section 5.1, or if the number of Trustees is increased pursuant to Section 5.1, a vacancy shall occur. A resolution certifying the existence of such vacancy by the Administrative Trustees or, if there are more than two, a majority of the Administrative Trustees shall be conclusive evidence of the existence of such vacancy. The vacancy shall be filled with a Trustee appointed in accordance with Section 5.6.

SECTION 5.8Effect of Vacancies. The death, resignation, retirement, removal, bankruptcy, dissolution, liquidation, incompetence or incapacity to perform the duties of a Trustee shall not operate to dissolve, terminate or annul the Trust. Whenever a vacancy in the number of

-26-

Administrative Trustees shall occur, until such vacancy is filled by the appointment of an Administrative Trustee in accordance with Section 5.6, the Administrative Trustees in office, regardless of their number, shall have all the powers granted to the Administrative Trustees and shall discharge all the duties imposed upon the Administrative Trustees by this Declaration of Trust.

SECTION 5.9Meetings. If there is more than one Administrative Trustee, meetings of the Administrative Trustees shall be held from time to time upon the call of any Administrative Trustee. Regular meetings of the Administrative Trustees may be held at a time and place fixed by resolution of the Administrative Trustees. Notice of any in-person meetings of the Administrative Trustees shall be hand delivered or otherwise delivered in writing (including by email, with a hard copy by overnight courier) not less than 48 hours before such meeting. Notice of any telephonic meetings of the Administrative Trustees or any committee thereof shall be hand delivered or otherwise delivered in writing (including by email, with a hard copy by overnight courier) not less than 24 hours before a meeting. Notices shall contain a brief statement of the time, place and anticipated purposes of the meeting. The presence (whether in person or by telephone) of an Administrative Trustee at a meeting shall constitute a waiver of notice of such meeting except where an Administrative Trustee attends a meeting for the express purpose of objecting to the transaction of any activity on the ground that the meeting has not been lawfully called or convened. Unless provided otherwise in this Declaration of Trust, any action of the Administrative Trustees may be taken at a meeting by vote of a majority of the Administrative Trustees present (whether in person or by telephone) and eligible to vote with respect to such matter, provided that a Quorum is present, or without a meeting by the unanimous written consent of the Administrative Trustees. In the event there is only one Administrative Trustee, any and all action of such Administrative Trustee shall be evidenced by a written consent of such Administrative Trustee, which may be provided via electronic transmission.

SECTION 5.10Delegation of Power.

(a)Any Administrative 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 3.6, including any registration statement or amendment thereto filed with the Commission, or making any other governmental filing.

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

SECTION 5.11Merger, Conversion, Consolidation or Succession to Business. Any entity into which the Institutional Trustee or the Delaware Trustee, as the case may be, may be merged or converted or with which either may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Institutional Trustee or the Delaware Trustee, as the case may be, shall be a party, or any entity succeeding to all or substantially all the corporate trust business of the Institutional Trustee or the Delaware Trustee, as the case may be, shall be the successor of the Institutional Trustee or the Delaware Trustee, as the case may be, hereunder,

-27-

provided such entity 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, except as may be required by law.

ARTICLE VI

DISTRIBUTIONS

SECTION 6.1Distributions. Holders shall receive Distributions (as defined herein) in accordance with the applicable terms of the relevant Holder’s Securities. Distributions shall be made on the Trust Preference Securities and the Common Securities in accordance with the preferences set forth in their respective terms. If and to the extent that the Series N Preference Share Issuer declares and pays dividends on the Series N Preference Shares held by the Institutional Trustee for the benefit of the Holders and whenever the Institutional Trustee shall receive any cash upon redemption or liquidation of any Series N Preference Shares (the amount of any such payment being a “Payment Amount”), the Institutional Trustee shall and is directed to make a distribution (a “Distribution”) of the Payment Amount to Holders pursuant to the terms of the Securities. In case the Series N Preference Share Issuer, the Institutional Trustee or the Trust shall be required by law to and shall withhold from any cash dividend or other cash distribution in respect of the Series N Preference Shares otherwise distributable hereunder to a Holder of Securities on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of the Securities of such Holder subject to such withholding shall be reduced accordingly. The Trust, however, shall distribute or make available for distribution, as the case may be, only such amount as can be distributed without attributing to any Holder a fraction of one cent. Fractions of cents will be rounded to the nearest cent on a Holder-by-Holder basis, with one-half cent or greater being rounded upward.

ARTICLE VII

ISSUANCE OF SECURITIES

SECTION 7.1General Provisions Regarding Securities.

(a)The Administrative Trustees shall on behalf of the Trust issue one class of cumulative Trust Preference Securities representing undivided beneficial interests in the assets of the Trust having such terms as are set forth in Annex I (the “Trust Preference Securities”) and one class of common securities representing undivided beneficial interests in the assets of the Trust having such terms as are set forth in Annex I (the “Common Securities”). The Trust shall issue no securities or other interests in the assets of the Trust other than the Trust Preference Securities and the Common Securities.

(b)The Certificates shall be signed on behalf of the Trust by an Administrative Trustee. Such signature shall be the manual or facsimile signature of any present or any future Administrative Trustee. In case any Administrative Trustee of the Trust who shall have signed any of the Securities shall cease to be such Administrative Trustee before the Certificates so signed shall be delivered by the Trust, such Certificates nevertheless may be delivered as though the person who signed such Certificates had not ceased to be such Administrative Trustee; and

-28-

any Certificate may be signed on behalf of the Trust by such persons who, at the actual date of execution of such Security, shall be the Administrative Trustees of the Trust, although at the date of the execution and delivery of the Declaration of Trust any such person was not such an Administrative Trustee. Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by their execution thereof, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements as the Administrative Trustees may deem appropriate, or as may be required to comply with any law or with any rule or regulation of any stock exchange on which Securities may be listed, or to conform to usage. The Securities shall not be valid until authenticated by the manual or electronic signature of an authorized signatory of the Institutional Trustee. Such signature shall be conclusive evidence that the Security has been authenticated under this Declaration of Trust. Upon a written order of the Trust signed by an Administrative Trustee, the Institutional Trustee shall authenticate the Securities for original issue. The aggregate number of Securities outstanding at any time shall not exceed the number set forth in Section 7.2.

(c)The consideration received by the Trust for the issuance of the Securities shall constitute a contribution to the capital of the Trust and shall not constitute a loan to the Trust.

(d)Upon issuance of the Securities as provided in this Declaration of Trust, the Securities so issued shall be deemed to be validly issued, fully paid and non-assessable, and each Holder thereof shall be entitled to the benefits provided by this Declaration of Trust.

(e)Every Person, by virtue of having become a Holder or a Trust Preference Security Beneficial Owner in accordance with the terms of this Declaration of Trust, shall be deemed to have expressly assented and agreed to the terms of, and shall be bound by, this Declaration of Trust.

SECTION 7.2Issuance of Securities; Purchase of Series N Preference Shares.

(a)The Trust shall be authorized to issue the Trust Preference Securities and the Common Securities set forth in Section 1 of Annex I hereto.

(b)Contemporaneously with the execution and delivery of this Declaration of Trust, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 7.1(b) and the Institutional Trustee shall, upon written order of the Trust and pursuant to Section 7.1(b), authenticate and deliver to the underwriters named in the Underwriting Agreement Trust Preference Security Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of 14,000,000 Trust Preference Securities having an aggregate liquidation amount of $350,000,000, against receipt of an aggregate purchase price of such Trust Preference Securities of $350,000,000, by the Trust.

(c)Contemporaneously with the execution and delivery of this Declaration of Trust and the Subscription Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 7.1(b) and the Institutional Trustee shall, upon written order of the Trust and pursuant to Section 7.1(b), authenticate and deliver to the Sponsor, in its capacity as the Holder of the Common Securities, Common Security Certificates registered in the name of

-29-

such Holder, evidencing 400 Common Securities having an aggregate liquidation amount of $10,000, against receipt of the aggregate purchase price of such Common Securities of $10,000 by the Institutional Trustee. Contemporaneously therewith and with the issuance of Trust Preference Securities as set forth in Section 7.2(b), an Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase from the Series N Preference Share Issuer Series N Preference Shares, registered in the name of the Institutional Trustee and having an aggregate liquidation preference equal to $350,010,000, and, in satisfaction of the purchase price for such Series N Preference Shares, the Trust shall deliver to the Series N Preference Share Issuer the sum of $350,010,000 (being the sum of the amounts delivered to the Trust pursuant to the first sentence of Section 7.2(b) above and the first sentence of this Section 7.2(c)). Such Series N Preference Shares shall be held in book-entry form in an account at Equiniti Trust Company, LLC in the name of the Institutional Trustee for the benefit of the Trust.

ARTICLE VIII

TERMINATION OF TRUST

SECTION 8.1Termination of Trust.

(a)The Trust shall dissolve:

(i)upon the bankruptcy of any Holder of the Common Securities or the Sponsor;

(ii)upon the filing of a certificate of dissolution or its equivalent with respect to any Holder of the Common Securities or the Sponsor; or the revocation of the charter of the Holder of the Common Securities or the Sponsor and the expiration of 90 days after the date of revocation without a reinstatement thereof;

(iii)upon the entry of a decree of a judicial dissolution of any Holder of the Common Securities, the Sponsor or the Trust;

(iv)when all of the Securities have been called for redemption;

(v)upon election by the Sponsor to dissolve the Trust; or

(vi)before the issuance of any Securities, with the consent of the Sponsor

(b)As soon as is practicable after the occurrence of one of the events described in Section 8.1(a), the Administrative Trustees shall wind-up the Trust’s affairs pursuant to Section 3808 of the Statutory Trust Act. Upon completion of the winding up of the Trust, an Administrative Trustee shall file a certificate of cancellation executed by the Institutional Trustee and the Delaware Trustee with the Secretary of State of the State of Delaware and provide notice thereof to the Institutional Trustee and the Delaware Trustee.

-30-

(c)The provisions of Section 3.9 and Article X shall survive the termination of the Trust.

ARTICLE IX

TRANSFER OF INTERESTS

SECTION 9.1Transfer of Securities.

(a)Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Declaration of Trust and in the terms of the Securities. Any transfer or purported transfer of any Security not made in accordance with this Declaration of Trust shall, to the fullest extent permitted by law, be null and void.

(b)Subject to this Article IX, Trust Preference Securities shall be freely transferable.

(c)Subject to this Article IX, the Sponsor and any Related Party may transfer Common Securities only to the Sponsor or a Related Party of the Sponsor; provided, that any such transfer is subject to the condition precedent that the transferor obtain the written opinion of nationally recognized independent counsel experienced in such matters that such transfer would not cause more than an insubstantial risk that:

(i)the Trust would not be classified for United States federal income tax purposes as a domestic grantor trust; and

(ii)the Trust would be an Investment Company or the transferee would become an Investment Company.

SECTION 9.2Transfer of Certificates. The Administrative Trustees shall keep or cause to be kept a register for registering the Certificates and transfers and exchanges of the Certificates, in which the Administrative Trustees or the transfer agent and registrar designated by the Administrative Trustees (the “Registrar”) shall provide for the registration of Certificates and of transfers of Certificates, which will be effected without charge but only upon payment in respect of any tax or other government charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Certificate, the Registrar shall cause one or more new Certificates to be issued in the name of the designated transferee or transferees. Every Certificate surrendered for registration of transfer shall be accompanied by a written instrument of transfer in form satisfactory to the Registrar duly executed by the Holder or such Holder’s attorney duly authorized in writing. Each Certificate surrendered for registration of transfer shall be canceled by the Registrar. A transferee of a Certificate shall be entitled to the rights and subject to the obligations of a Holder hereunder upon the receipt by such transferee of a Certificate. By acceptance of a Certificate, each transferee shall be deemed to have agreed to be bound by this Declaration of Trust. The Institutional Trustee shall be the initial Registrar.

SECTION 9.3Deemed Security Holders. The Trustees may treat the Person in whose name any Certificate shall be registered on the books and records of the Trust as the sole holder of such Certificate and of the Securities represented by such Certificate for purposes of receiving Distributions and for all other purposes whatsoever and, accordingly, shall not be bound to

-31-

recognize any equitable or other claim to or interest in such Certificate or in the Securities represented by such Certificate on the part of any Person, whether or not the Trust shall have actual or other notice thereof.

SECTION 9.4Book-Entry Interests. Unless otherwise specified in the terms of the Trust Preference Securities, the Trust Preference Securities Certificates, on original issuance, will be issued in the form of one or more, fully registered, global Trust Preference Security Certificates (each a “Global Certificate”), to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Trust. Such Global Certificates shall initially be registered on the books and records of the Trust in the name of Cede & Co., the nominee of DTC, and no Trust Preference Security Beneficial Owner will receive a Definitive Trust Preference Security Certificate representing such Trust Preference Security Beneficial Owner’s interests in such Global Certificates, except as provided in Section 9.7. Unless and until definitive, fully registered Trust Preference Security Certificates (the “Definitive Trust Preference Security Certificates”) have been issued to the Trust Preference Security Beneficial Owners pursuant to Section 9.7:

(a)the provisions of this Section 9.4 shall be in full force and effect;

(b)the Trust and the Trustees shall be entitled to deal with the Clearing Agency for all purposes of this Declaration of Trust (including the payment of Distributions on the Global Certificates and receiving approvals, votes or consents hereunder) as the Holder of the Trust Preference Securities and the sole holder of the Global Certificates and shall have no obligation to the Trust Preference Security Beneficial Owners;

(c)to the extent that the provisions of this Section 9.4 conflict with any other provisions of this Declaration of Trust, the provisions of this Section 9.4 shall control; and

(d)the rights of the Trust Preference Security Beneficial Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Trust Preference Security Beneficial Owners and the Clearing Agency and/or the Clearing Agency Participants and receive and transmit payments of Distributions on the Global Certificates to such Clearing Agency Participants. DTC will make book entry transfers among the Clearing Agency Participants.

SECTION 9.5Notices to Clearing Agency. Whenever a notice or other communication to the Trust Preference Security Holders is required under this Declaration of Trust, unless and until Definitive Trust Preference Security Certificates shall have been issued to the Trust Preference Security Beneficial Owners pursuant to Section 9.7, the Administrative Trustees shall give all such notices and communications specified herein to be given to the Trust Preference Security Holders to the Clearing Agency, and shall have no notice obligations to the Trust Preference Security Beneficial Owners.

SECTION 9.6Appointment of Successor Clearing Agency. If any Clearing Agency elects to discontinue its services as a securities depositary with respect to the Trust Preference Securities, the Administrative Trustees may, in their sole discretion, appoint a successor Clearing Agency with respect to such Trust Preference Securities.

-32-

SECTION 9.7Definitive Trust Preference Security Certificates. If:

(a)a Clearing Agency elects to discontinue its services as a securities depositary with respect to the Trust Preference Securities and a successor Clearing Agency is not appointed within 90 days after such discontinuance pursuant to Section 9.6; or

(b)the Administrative Trustees elect after consultation with the Sponsor to terminate the book entry system through the Clearing Agency with respect to the Trust Preference Securities, then:

(i)Definitive Trust Preference Security Certificates shall be prepared by the Administrative Trustees on behalf of the Trust with respect to such Trust Preference Securities; and

(ii)upon surrender of the Global Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees shall cause Definitive Certificates to be delivered to Trust Preference Security Beneficial Owners in accordance with the instructions of the Clearing Agency. Neither the Trustees nor the Trust shall be liable for any delay in delivery of such instructions and each of them may conclusively rely on and shall be protected in relying on, said instructions of the Clearing Agency. The Definitive Trust Preference Security Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by their execution thereof, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements as the Administrative Trustees may deem appropriate, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which Trust Preference Securities may be listed, or to conform to usage.

SECTION 9.8Mutilated, Destroyed, Lost or Stolen Certificates. If:

(a)any mutilated Certificates should be surrendered to the Administrative Trustees, or if the Administrative Trustees shall receive evidence to their satisfaction of the destruction, loss or theft of any Certificate; and

(b)there shall be delivered to the Administrative Trustees such security or indemnity as may be required by them to keep each of them harmless,

then, in the absence of notice that such Certificate shall have been acquired by a bona fide or protected purchaser, any Administrative Trustee on behalf of the Trust shall execute and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like denomination. In connection with the issuance of any new Certificate under this Section 9.8, the Administrative Trustees 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 Certificate issued pursuant to this Section shall constitute conclusive evidence of an ownership interest in the relevant Securities, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

-33-

ARTICLE X

LIMITATION OF LIABILITY OF HOLDERS
OF SECURITIES, TRUSTEES OR OTHERS

SECTION 10.1Liability.

(a)Except as expressly set forth in this Declaration of Trust, the Trust Preference Securities Guarantee and the terms of the Securities, the Sponsor shall not be:

(i)personally liable for the return of any portion of the capital contributions (or any return thereon) of the Holders of the Securities which shall be made solely from assets of the Trust; and

(ii)required to pay to the Trust or to any Holder of Securities any deficit upon dissolution of the Trust or otherwise.

(b)The Holder of the Common Securities shall be liable for all of the debts and obligations of the Trust (other than with respect to the Securities) to the extent not satisfied out of the Trust’s assets.

(c)Pursuant to § 3803(a) of the Statutory Trust Act, the Holders of the Trust Preference Securities 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.

SECTION 10.2Exculpation.

(a)No Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Trust or any Covered Person for any loss, damage or claim incurred by reason of 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 the authority conferred on such Indemnified Person by this Declaration of Trust or by law, except that an Indemnified Person shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Person’s gross negligence (or its own negligence in the case of the Institutional Trustee) or willful misconduct with respect to such acts or omissions.

(b)An Indemnified Person shall be fully protected in relying in good faith upon the records of the Trust and upon such information, opinions, reports or statements presented to the Trust by any Person as to matters the Indemnified Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Trust, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which Distributions to Holders of Securities might properly be paid.

-34-

SECTION 10.3Fiduciary Duty.

(a)To the extent that, at law or in equity, an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to any other Covered Person, an Indemnified Person acting under this Declaration of Trust shall not be liable to the Trust or to any other Covered Person for its good faith reliance on the provisions of this Declaration of Trust. The provisions of this Declaration of Trust, to the extent that they restrict or eliminate the duties and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person.

(b)Unless otherwise expressly provided herein:

(i)whenever a conflict of interest exists or arises between any Covered Persons; or

(ii)whenever this Declaration of Trust or any other agreement contemplated herein or therein provides that an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust or any Holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Indemnified Person, the resolution, action or term so made, taken or provided by the Indemnified Person shall not constitute a breach of this Declaration of Trust or any other agreement contemplated herein or of any duty or obligation of the Indemnified Person at law or in equity or otherwise.

(c)Whenever in this Declaration of Trust an Indemnified Person is permitted or required to make a decision:

(i)in its “discretion” or under a grant of similar authority, the Indemnified Person shall be entitled to consider such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust or any other Person; or

(ii)in its “good faith” or under another express standard, the Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Declaration of Trust or by applicable law.

SECTION 10.4Indemnification.

(a) (i) The Sponsor shall indemnify, to the full extent permitted by law, any Company Indemnified Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the

-35-

right of the Trust) by reason of the fact that he is or was a Company Indemnified Person against expenses (including attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Company Indemnified Person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(ii)The Sponsor shall indemnify, to the full extent permitted by law, any Company Indemnified Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Trust to procure a judgment in its favor by reason of the fact that he is or was a Company Indemnified Person against expenses (including attorneys’ fees and expenses) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Trust and except that no such indemnification shall be made in respect of any claim, issue or matter as to which such Company Indemnified Person shall have been adjudged to be liable to the Trust unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such Court of Chancery or such other court shall deem proper.

(iii)To the extent that a Company Indemnified Person shall be successful on the merits or otherwise (including dismissal of an action without prejudice or the settlement of an action without admission of liability) in defense of any action, suit or proceeding referred to in paragraphs (i) and (ii) of this Section 10.4(a), or in defense of any claim, issue or matter therein, he shall be indemnified, to the full extent permitted by law, against expenses (including attorneys’ fees and expenses) actually and reasonably incurred by him in connection therewith.

(iv)Any indemnification under paragraphs (i) and (ii) of this Section 10.4(a) (unless ordered by a court) shall be made by the Sponsor only as authorized in the specific case upon a determination that indemnification of the Company Indemnified Person is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraphs (i) and (ii). Such determination shall be made (1) by the Administrative Trustees by a majority vote of a quorum consisting of such Administrative Trustees who were not parties to such action, suit or proceeding, (2) if such a quorum is not obtainable, or, even if

-36-

obtainable, if a quorum of disinterested Administrative Trustees so directs, by independent legal counsel in a written opinion, or (3) by the Common Security Holder of the Trust.

(v)Expenses (including attorneys’ fees) incurred by a Company Indemnified Person in defending a civil, criminal, administrative or investigative action, suit or proceeding referred to in paragraphs (i) and (ii) of this Section 10.4(a) shall be paid by the Sponsor in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Company Indemnified Person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Sponsor as authorized in this Section 10.4(a). Notwithstanding the foregoing, no advance shall be made by the Sponsor if a determination is reasonably and promptly made (i) by the Administrative Trustees by a majority vote of a quorum of disinterested Administrative Trustees, (ii) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested Administrative Trustees so directs, by independent legal counsel in a written opinion or (iii) the Common Security Holder of the Trust, that, based upon the facts known to the Administrative Trustees, counsel or the Common Security Holder at the time such determination is made, such Company Indemnified Person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Trust, or, with respect to any criminal proceeding, that such Company Indemnified Person believed or had reasonable cause to believe his conduct was unlawful. In no event shall any advance be made in instances where the Administrative Trustees, independent legal counsel or Common Security Holder reasonably determine that such person deliberately breached his duty to the Trust or its Common or Trust Preference Security Holders.

(vi)The indemnification and advancement of expenses provided by, or granted pursuant to, the other paragraphs of this Section 10.4(a) shall not be deemed exclusive of any other rights to which those seeking indemnification and advancement of expenses may be entitled under any agreement, vote of stockholders or disinterested directors of the Sponsor or Trust Preference Security Holders of the Trust or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. All rights to indemnification under this Section 10.4(a) shall be deemed to be provided by a contract between the Sponsor and each Company Indemnified Person who serves in such capacity at any time while this Section 10.4(a) is in effect. Any repeal or modification of this Section 10.4(a) shall not affect any rights or obligations then existing.

(vii)The Sponsor may purchase and maintain insurance on behalf of any person who is or was a Company Indemnified Person against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Sponsor would have the power to indemnify him against such liability under the provisions of this Section 10.4(a).

-37-

(viii)For purposes of this Section 10.4(a), references to “the Trust” shall include, in addition to the resulting or surviving entity, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger, so that any person who is or was a director, trustee, officer or employee of such constituent entity, or is or was serving at the request of such constituent entity as a director, trustee, officer, employee or agent of another entity, shall stand in the same position under the provisions of this Section 10.4(a) with respect to the resulting or surviving entity as he would have with respect to such constituent entity if its separate existence had continued.

(ix)The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 10.4(a) shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Company Indemnified Person and shall inure to the benefit of the heirs, executors and administrators of such a person.

(b)The Sponsor agrees to indemnify the (i) Institutional Trustee, (ii) the Delaware Trustee, (iii) any Affiliate of the Institutional Trustee and the Delaware Trustee, and (iv) any officers, directors, shareholders, members, partners, employees, representatives, custodians, nominees or agents of the Institutional Trustee and the Delaware Trustee (each of the Persons in (i) through (iv) being referred to as a “Fiduciary Indemnified Person”) for, and to hold each Fiduciary Indemnified Person harmless against, any loss, liability, claim, damage or expense incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against or investigating any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligation to indemnify as set forth in this Section 10.4(b) shall (x) be secured by a lien prior to that of the Securities as to all funds held by a Fiduciary Indemnified Person hereunder, except with respect to funds held in trust for the benefit of the Holders of particular Securities, and (y) survive the resignation or removal of the Institutional Trustee or the Delaware Trustee, as the case may be, and the satisfaction and discharge of this Declaration of Trust.

SECTION 10.5Outside Businesses. Any Covered Person, the Sponsor, the Delaware Trustee and the Institutional Trustee (subject to Section 5.3(c)) 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 Securities shall have no rights by virtue of this Declaration of Trust 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 or the breach of any duty at law, in equity or otherwise. No Covered Person, the Sponsor, the Delaware Trustee, or the Institutional 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 any Covered Person, the Sponsor, the Delaware Trustee and the Institutional 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 Covered Person, the Delaware Trustee and the Institutional Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor, or may act

-38-

as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates.

SECTION 10.6Payment of Expenses. The Holder of the Common Securities shall:

(i)pay all costs and expenses relating to the offering, sale and issuance of the Series N Preference Shares and Securities; and

(ii)pay all costs, expenses and liabilities of the Trust (including, but not limited to, costs and expenses relating to the organization of the Trust, the fees and expenses of the Institutional Trustee, the Administrative Trustees and the Delaware Trustee, costs and expenses relating to the operation, maintenance and dissolution of the Trust and the enforcement by the Institutional Trustee of its rights as a holder of Series N Preference Shares and costs and expenses of accountants, attorneys, statistical or bookkeeping services, paying agent(s), registrar(s) and transfer agent(s)) other than, for the avoidance of doubt, any United States withholding taxes or in respect of Distributions and other obligations to Holders of the Securities under such Securities.

ARTICLE XI

ACCOUNTING

SECTION 11.1Fiscal Year. The fiscal year (“Fiscal Year”) of the Trust shall be the calendar year, or such other year as is required by the Code.

SECTION 11.2Certain Accounting Matters.

(a)At all times during the existence of the Trust, the Administrative Trustees shall keep, or cause to be kept, full books of account, records and supporting documents, which shall reflect in reasonable detail, each transaction of the Trust. The books of account shall be maintained on the accrual method of accounting, in accordance with generally accepted accounting principles, consistently applied. The Trust shall use the accrual method of accounting for United States federal income tax purposes.

(b)The Administrative Trustees shall cause to be duly prepared and delivered to each of the Holders of Securities, any annual United States federal income tax information statement required by the Code, containing such information with regard to the Securities held by each Holder as is required by the Code and the Treasury Regulations. Notwithstanding any right under the Code to deliver any such statement at a later date, the Administrative Trustees shall endeavor to deliver all such statements within 30 days after the end of each Fiscal Year of the Trust.

(c)The Administrative Trustees shall cause to be duly prepared and filed with the appropriate taxing authority, an annual United States federal income tax return, on a Form 1041 or such other form required by United States federal income tax law, and any other annual income tax returns required to be filed by the Administrative Trustees on behalf of the Trust with any state or local taxing authority.

-39-

SECTION 11.3Banking. The Trust shall maintain one or more bank accounts in the name and for the sole benefit of the Trust; provided, however, that all payments of funds in respect of the Series N Preference Shares held by the Institutional Trustee shall be made directly to the Institutional Trustee Account and no other funds of the Trust shall be deposited in the Institutional Trustee Account. The sole signatories for such accounts shall be designated by the Administrative Trustees; provided, however, that the Institutional Trustee shall designate the signatories for the Institutional Trustee Account.

SECTION 11.4Withholding. The Trust and the Administrative Trustees shall comply with all withholding requirements under United States federal, state and local law. The Trust shall request, and the Holders shall provide to the Trust, such forms or certificates as are necessary to establish an exemption from withholding with respect to each Holder, and any representations and forms as shall reasonably be requested by the Trust to assist it in determining the extent of, and in fulfilling, its withholding obligations. The Administrative Trustees shall file required forms with applicable jurisdictions and, unless an exemption from withholding is properly established by a Holder, shall remit amounts withheld with respect to the Holder to applicable jurisdictions. To the extent that the Trust is required to withhold and pay over any amounts to any authority with respect to distributions or allocations to any Holder, the amount withheld shall be deemed to be a distribution in the amount of the withholding to the Holder. In the event of any claimed overwithholding, Holders shall be limited to an action against the applicable jurisdiction. If the amount required to be withheld was not withheld from actual Distributions made to a specific Holder, the Trust may reduce subsequent Distributions by the amount of such withholding to such Holder.

ARTICLE XII

AMENDMENTS AND MEETINGS

SECTION 12.1Amendments.

(a)Except as otherwise provided in this Declaration of Trust or by any applicable terms of the Securities, this Declaration of Trust may only be amended by a written instrument approved and executed by:

(i)the Administrative Trustees (or, if there are more than two Administrative Trustees a majority of the Administrative Trustees);

(ii)if the amendment adversely affects the rights, powers, duties, obligations or immunities of the Institutional Trustee, the Institutional Trustee; and

(iii)if the amendment adversely affects the rights, powers, duties, obligations or immunities of the Delaware Trustee, the Delaware Trustee;

(b)no amendment shall be made, and any such purported amendment shall be void and ineffective:

(i)unless, in the case of any proposed amendment, the Institutional Trustee (and the Delaware Trustee to the extent it is required to execute or consent to any

-40-

such amendment) shall have first received an Officers’ Certificate from each of the Trust and the Sponsor that such amendment is not prohibited by, and does not conflict with, the terms of this Declaration of Trust (including the terms of the Securities);

(ii)unless, in the case of any proposed amendment which adversely affects the rights, powers, duties, obligations or immunities of the Institutional Trustee, the Institutional Trustee shall have first received:

(A)an Officers’ Certificate from each of the Trust and the Sponsor that such amendment is not prohibited by, and does not conflict with, the terms of this Declaration of Trust (including the terms of the Securities); and

(B)an opinion of counsel (who may be counsel to the Sponsor or the Trust) that such amendment is not prohibited by the terms of this Declaration of Trust (including the terms of the Securities); and

(iii)to the extent the result of such amendment would be to:

(A)cause the Trust to fail to continue to be classified for purposes of United States federal income taxation as a domestic grantor trust;

(B)cause the Trust to be deemed to be an Investment Company required to be registered under the Investment Company Act;

(c)at such time after the Trust has issued any Securities that remain outstanding, any amendment that would adversely affect the powers, preferences or special rights of the Securities in any material respect or cause the dissolution, winding-up or termination of the Trust other than as described in Section 8.1 may be effected only if the Institutional Trustee shall request the written direction of the Holders of the Securities with respect to such amendment or modification and such Holders shall vote with respect to such amendment or modification as directed by a Majority in liquidation amount of the Securities voting together as a single class; provided, however, that the Institutional Trustee shall not take any action in accordance with the directions of the Holders of the Securities under this Section 12.1(c) unless the Institutional Trustee, at the expense of the Sponsor, has obtained an opinion of nationally recognized independent tax counsel to the effect that for the purposes of United States federal income tax the Trust will not be classified as other than a domestic grantor trust on account of such action; provided further if any amendment or proposal referred to in this Section 12.1(c) would adversely affect in a material respect the powers, preferences or special rights of only the Trust Preference Securities or of only the Common Securities, then only the Holders of the affected 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 Holders of a Majority in liquidation amount of such class of Securities;

(d)Section 9.1(c) and this Section 12.1 shall not be amended without the consent of all of the Holders of the Securities;

-41-

(e)Article IV shall not be amended without the consent of the Holders of a Majority in liquidation amount of the Common Securities;

(f)the rights of the Holders of the Common Securities under Article V to increase or decrease the number of, and appoint and remove Trustees shall not be amended without the consent of the Holders of a Majority in liquidation amount of the Common Securities; and

(g)subject to Section 12.1(c), this Declaration of Trust may be amended without the consent of the Holders of the Securities to:

(i)cure any ambiguity, correct or supplement any provisions in this Declaration of Trust that may be defective or inconsistent with any other provision, or to make any other provisions with respect to matters or questions arising under this Declaration of Trust, which may not be inconsistent with the other provisions of this Declaration of Trust;

(ii)modify, eliminate or add to any provisions of this Declaration of Trust to such extent as shall be necessary to ensure that the Trust will be classified for United States federal income tax purposes as a domestic grantor trust at all times that any Securities are outstanding or to ensure that the Trust will not be required to register as an Investment Company;

(iii)add to the covenants, restrictions or obligations of the Sponsor; and

(iv)to modify, eliminate and add to any provision of the Declaration of Trust to such extent as may be reasonably necessary to effectuate any of the foregoing or to otherwise comply with applicable law.

SECTION 12.2Meetings of the Holders of Securities; Action by Written Consent.

(a)Meetings of the Holders of any class of Securities may be called at any time by the Administrative Trustees (or as provided in the terms of the Securities) to consider and act on any matter on which Holders of such class of Securities are entitled to act under the terms of this Declaration of Trust, the terms of the Securities or, if applicable, the rules of any stock exchange on which the Trust Preference Securities are listed or admitted for trading. The Administrative Trustees shall call a meeting of the Holders of such class if directed to do so by the Holders of Securities representing at least 10% in liquidation amount of such class of Securities. Such direction shall be given by delivering to the Administrative Trustees one or more consents in a writing stating that the signing Holders of Securities wish to call a meeting and indicating the general or specific purpose for which the meeting is to be called. Any Holders of Securities calling a meeting shall specify in writing the Security Certificates held by the Holders of Securities exercising the right to call a meeting and only those Securities specified shall be counted for purposes of determining whether the required percentage set forth in the second sentence of this paragraph has been met.

(b)Except to the extent otherwise provided in the terms of the Securities, the following provisions shall apply to meetings of Holders of Securities:

-42-

(i)notice of any such meeting shall be given to all the Holders of Securities having a right to vote thereat at least 7 days and not more than 60 days before the date of such meeting. Whenever a vote, consent or approval of the Holders of Securities is permitted or required under this Declaration of Trust or the rules of any stock exchange on which the Trust Preference Securities are listed or admitted for trading, if any, such vote, consent or approval may be given at a meeting of the Holders of Securities. Any action that may be taken at a meeting of the Holders of Securities may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the Holders of Securities owning not less than the minimum amount of Securities in liquidation amount that would be necessary to authorize or take such action at a meeting at which all Holders of Securities having a right to vote thereon were present and voting. Prompt notice of the taking of action without a meeting shall be given to the Holders of Securities entitled to vote who have not consented in writing. The Administrative Trustees may specify that any written ballot submitted to the Security Holder for the purpose of taking any action without a meeting shall be returned to the Trust within the time specified by the Administrative Trustees;

(ii)each Holder of a Security may authorize any Person to act for it by proxy on all matters in which a Holder of Securities is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Holder of Securities executing it. Except as otherwise provided herein, all matters relating to the giving, voting or validity of proxies shall be governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Trust were a Delaware corporation and the Holders of the Securities were stockholders of a Delaware corporation;

(iii)each meeting of the Holders of the Securities shall be conducted by the Administrative Trustees or by such other Person that the Administrative Trustees may designate; and

(iv)unless the Statutory Trust Act, this Declaration of Trust, the terms of the Securities or the listing rules of any stock exchange on which the Trust Preference Securities are then listed or trading, if any, otherwise provides, the Administrative Trustees, in their sole discretion, shall establish all other provisions relating to meetings of Holders of Securities, including notice of the time, place or purpose of any meeting at which any matter is to be voted on by any Holders of Securities, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote.

(c)To the fullest extent permitted by the Statutory Trust Act, voting and consensual rights with respect to the Trust available to or in favor of holders or owners of Trust Preference Securities and Common Securities may be exercised only by a United States Person that is a beneficial owner of a Trust Preference Security or a Common Security or by a United States

-43-

Person acting as irrevocable agent with discretionary powers for the beneficial owner of such security that is not a United States Person. To the fullest extent permitted by the Statutory Trust Act, Holders of Trust Preference Securities and Common Securities that are not United States Persons must irrevocably appoint a United States Person with discretionary powers to act as their agent with respect to such voting and consensual rights. For this purpose, a United States Person is any person treated as a United States person as defined in section 7701(a)(30) of the Code.

ARTICLE XIII

REPRESENTATIONS OF INSTITUTIONAL
TRUSTEE AND DELAWARE TRUSTEE

SECTION 13.1Representations and Warranties of Institutional Trustee. The Trustee that acts as initial Institutional Trustee represents and warrants to the Trust and to the Sponsor at the date of this Declaration of Trust, and each Successor Institutional Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Institutional Trustee’s acceptance of its appointment as Institutional Trustee that:

(a)the Institutional Trustee is a national banking association with trust powers, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Declaration of Trust;

(b)the Institutional Trustee has a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000).

(c)the execution, delivery and performance by the Institutional Trustee of the Declaration of Trust have been duly authorized by all necessary corporate action on the part of the Institutional Trustee. The Declaration of Trust has been duly executed and delivered by the Institutional Trustee, and it constitutes a legal, valid and binding obligation of the Institutional Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors’ rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law);

(d)the execution, delivery and performance of the Declaration of Trust by the Institutional Trustee do not conflict with or constitute a breach of the Articles of Organization or By-laws of the Institutional Trustee; and

(e)no consent, approval or authorization of, or registration with or notice to, any State or Federal banking authority is required for the execution, delivery or performance by the Institutional Trustee, of the Declaration of Trust.

SECTION 13.2Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at the date of this Declaration of Trust, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Delaware Trustee’s acceptance of its appointment as Delaware Trustee that:

-44-

(a)The Delaware Trustee is a Delaware banking corporation with trust powers, duly organized, validly existing and in good standing under the laws of the State of Delaware, with power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, the Declaration of Trust.

(b)The Delaware Trustee has been authorized to perform its obligations under the Declaration of Trust. The Declaration of Trust under Delaware law constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors’ rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law).

(c)No consent, approval or authorization of, or registration with or notice to, any State or Federal banking authority is required for the execution, delivery or performance by the Delaware Trustee, of the Declaration of Trust.

(d)The Delaware Trustee is an entity which maintains its principal place of business in the State of Delaware.

ARTICLE XIV

MISCELLANEOUS

SECTION 14.1Notices. All notices provided for in this Declaration of Trust shall be in writing, duly signed by the party giving such notice, and shall be delivered, sent via email or mailed by registered or certified mail, as follows:

(a)if given to the Trust, in care of the Administrative Trustees at the Trust’s mailing address set forth below (or such other address as the Trust may give notice of to the Holders of the Securities):

SCE TRUST VIII
Southern California Edison Company
2244 Walnut Grove Avenue
Rosemead, California 91770
Attention: Corporate Governance
eloisa.barajas@sce.com

(b)if given to the Delaware Trustee, at the mailing address set forth below (or such other address as Delaware Trustee may give notice of to the Holders of the Securities):

BNY Mellon Trust of Delaware
103 Bellevue Parkway
Wilmington, DE 19809
dawn.plows@bnymellon.com

-45-

(c)if given to the Institutional Trustee, at the mailing address set forth below (or such other address as the Institutional Trustee may give notice of to the Holders of the Securities):

The Bank of New York Mellon Trust Company, N.A.
311 South Wacker Drive, Suite 6200B
Chicago, IL 60606
Attn: Corporate Trust Administration
Reginald.Brewer@bnymellon.com

(d)if given to the Holder of the Common Securities, at the mailing address of the Sponsor set forth below (or such other address as the Holder of the Common Securities may give notice of to the Trust):

Southern California Edison Company
2244 Walnut Grove Avenue
Rosemead, California 91770
Attention: Corporate Governance
eloisa.barajas@sce.com

(e)if given to any other Holder, at the address set forth on the books and records of the Trust.

All such notices shall be deemed to have been given when received in person, sent via email 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.

The Institutional Trustee shall have the right to accept instructions, including funds transfer instructions (“Instructions”) given pursuant to this Declaration of Trust and delivered using Electronic Means; provided, however, that the party providing such Instructions shall provide to the Institutional Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the such party whenever a person is to be added or deleted from the listing. If a party elects to give the Institutional Trustee Instructions using Electronic Means and the Institutional Trustee in its discretion elects to act upon such Instructions, the Institutional Trustee’s understanding of such Instructions shall be deemed controlling. The parties hereto understand and agree that the Institutional Trustee cannot determine the identity of the actual sender of such Instructions and that the Institutional Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Institutional Trustee have been sent by such Authorized Officer. The other parties hereto shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Institutional Trustee and that such parties and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by such parties. The Institutional Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Institutional Trustee’s reliance upon and compliance with such

-46-

Instructions notwithstanding such directions that conflict or are inconsistent with a subsequent written instruction. Each party hereto agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Institutional Trustee, including without limitation the risk of the Institutional Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Institutional Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by such party; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Institutional Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

Notwithstanding any other provision of this Declaration of Trust or any Security, where this Declaration of Trust or any Security provides for notice of any event or any other communication (including any notice of redemption or repurchase) to a holder of a Global Certificate (whether by mail or otherwise), such notice shall be sufficiently given if given to the Clearing Agency (or its designee) pursuant to the standing instructions from the Clearing Agency or its designee, including by electronic mail in accordance with accepted practices at the Clearing Agency.

SECTION 14.2Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. This Declaration of Trust and the Securities and the rights of the parties hereunder and thereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws. EACH OF THE PARTIES HERETO AND EACH HOLDER BY ITS ACCEPTANCE OF A SECURITY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS DECLARATION OF TRUST, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY. Each of the parties hereto hereby irrevocably submits to the jurisdiction of any Delaware State court or any federal court sitting in the District of Delaware in respect of any suit, action or proceeding arising out of or relating to this Declaration of Trust the Securities, and irrevocably accepts for itself and in respect of its property, generally and unconditionally, jurisdiction of the aforesaid courts.

SECTION 14.3Intention of the Parties. It is the intention of the parties hereto that the Trust be classified for United States federal income tax purposes as a domestic grantor trust. The provisions of this Declaration of Trust shall be interpreted in a manner consistent with this classification.

SECTION 14.4Headings. Headings contained in this Declaration of Trust are inserted for convenience of reference only and do not affect the interpretation of this Declaration of Trust or any provision hereof.

SECTION 14.5Successors and Assigns. Whenever in this Declaration of Trust any of the parties hereto is named or referred to, the successors and assigns of such party shall be deemed to be included, and all covenants and agreements in this Declaration of Trust by the Sponsor and

-47-

the Trustees shall bind and inure to the benefit of their respective successors and assigns, whether so expressed.

SECTION 14.6Partial Enforceability. If any provision of this Declaration of Trust, or the application of such provision to any Person or circumstance, shall be held invalid, the remainder of this Declaration of Trust, or the application of such provision to Persons or circumstances other than those to which it is held invalid, shall not be affected thereby.

SECTION 14.7Counterparts. This Declaration of Trust may contain more than one counterpart of the signature page and this Declaration of Trust may be executed by the affixing of the signature of each of the Trustees to one of such counterpart signature pages. All of such counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page.

THE RECEIPT AND ACCEPTANCE OF A SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A HOLDER OR TRUST PREFERENCE SECURITY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS DECLARATION AND THE TRUST PREFERENCE SECURITIES GUARANTEE, AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE TRUST PREFERENCE SECURITIES GUARANTEE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS DECLARATION SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH HOLDER AND SUCH OTHERS.

-48-

IN WITNESS WHEREOF, the undersigned have caused these presents to be executed as of the day and year first above written.

/s/ Aaron D. Moss

Name: Aaron D. Moss
Title:Administrative Trustee

/s/ Natalia Woodward

Name: Natalia Woodward
Title:Administrative Trustee

/s/ Michael A Henry

Name: Michael A. Henry

Title:Administrative Trustee

BNY Mellon Trust of Delaware, as Delaware Trustee

By:/s/ Dawn Plows

Name: Dawn Plows

Title: Agent

The Bank of New York Mellon TRUST COMPANY, N.A., as Institutional Trustee

By:/s/ Terence Rawlins

Name: Terence Rawlins

Title: Vice President

SOUTHERN CALIFORNIA EDISON COMPANY,
as Sponsor

By:/s/ Natalia Woodward

Name:Natalia Woodward

Title:Vice President and Treasurer

-49-

ANNEX I

TERMS OF
6.95 % TRUST PREFERENCE SECURITIES
COMMON SECURITIES

Pursuant to Section 7.1 of the Amended and Restated Declaration of Trust of SCE TRUST VIII, dated as of May 13, 2024 (as amended from time to time, the “Declaration of Trust”), the designation, rights, privileges, restrictions, preferences and other terms and provisions of the Trust Preference Securities and the Common Securities are set out below (each capitalized term used but not defined herein has the meaning set forth in the Declaration of Trust:

1.Designation and Number.

(a)Trust Preference Securities. 14,000,000 Trust Preference Securities of the Trust with an aggregate liquidation amount with respect to the assets of the Trust of three hundred and fifty million dollars ($350,000,000), and a liquidation amount with respect to the assets of the Trust of $25.00 per trust preference security, are hereby designated for the purposes of identification only as “6.95 % Trust Preference Securities” (the “Trust Preference Securities”). The Trust Preference Security Certificates evidencing the Trust Preference Securities shall be substantially in the form of Exhibit A-1 to the Declaration of Trust, with such changes and additions thereto or deletions therefrom as may be required by ordinary usage, custom or practice or to conform to the rules of any stock exchange on which the Trust Preference Securities are listed, if any.

(b)Common Securities. 400 Common Securities of the Trust with an aggregate liquidation amount with respect to the assets of the Trust of ten thousand dollars ($10,000), and a liquidation amount with respect to the assets of the Trust of $25.00 per common security, are hereby designated for the purposes of identification only as “Common Securities” (the “Common Securities”). The Common Security Certificates evidencing the Common Securities shall be substantially in the form of Exhibit A-2 to the Declaration of Trust, with such changes and additions thereto or deletions therefrom as may be required by ordinary usage, custom or practice.

2.Distributions.

(a)Subject to Article VII of the Declaration of Trust, Distributions payable on each Security will be payable from dividends when, as, and if declared and paid on the Series N Preference Shares held by the Institutional Trustee for the benefit of the Holders. The distribution rate on the Securities is an annual rate equal to 6.95% of the stated liquidation amount of $25.00 per Security from and including May 13, 2024, to, but excluding, the redemption date of the Securities, if any. The rate set forth in the immediately preceding sentence is referred to as the “Distribution Rate,” such rate being equal to the dividend rate payable on the Series N Preference Shares held by the Institutional Trustee. A Distribution is payable only to the extent that payments are made in respect of the Series N Preference Shares held by the Institutional Trustee and to the extent the Trust has

I-1

funds available therefor. Distributions from dividends paid on the Series N Preference Shares payable on the Securities for any period from but including a Trust Distribution Payment Date to but excluding the next succeeding Trust Distribution Payment Date (each, a “Distribution Payment Period”) will be computed on the basis of a 360-day year consisting of twelve 30-day months; provided, however that the amount of such Distributions payable on the Securities for the initial Distribution Payment Period and any period less than a full Distribution Payment Period will be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in the period using 30-day months.

(b)Distributions from dividends paid on the Series N Preference Shares payable on the Securities will be cumulative, will accrue from and including May 13, 2024, and will be payable quarterly, in arrears, to the extent of amounts paid on the Series N Preference Shares on March 15, June 15, September 15 and December 15 of each year (each a “Trust Distribution Payment Date”), commencing on September 15, 2024, at the Distribution Rate. As a consequence of the failure or the inability of the Series N Preference Share Issuer to declare and pay quarterly dividends on the Series N Preference Shares, quarterly Distributions will also not be made to the Holders of the Securities. No interest, dividends or sum in lieu thereof shall be payable in respect of the amount of any Distribution on the Securities not paid on a Trust Distribution Payment Date and accrued.

(c)Quarterly Distributions on the Securities will be payable to the Holders thereof as they appear on the books and records of the Trust at the close of business on the relevant record dates. While the Trust Preference Securities remain in book-entry only form, the relevant record dates shall be one Business Day prior to the relevant Trust Distribution Payment Dates. The relevant record date for the Common Securities for any Trust Distribution Payment Date shall be the same record date as for the Trust Preference Securities for such Trust Distribution Payment Date. If the Trust Preference Securities shall not continue to remain in book-entry only form, the relevant record dates for quarterly Distributions on the Trust Preference Securities shall be the first day of the month in which the relevant Trust Distribution Date occurs, which Trust Distribution Payment Dates shall correspond to the “Dividend Payment Dates” for the Series N Preference Shares. Quarterly Distributions that are not paid on a particular Trust Distribution Payment Date, as a result of the Series N Preference Share Issuer having failed to make a payment under the Series N Preference Shares, will be payable to the Person in whose name such Securities are registered on the record date applicable to (x) the Trust Distribution Payment Date on which such Distributions are paid or (y) the date of a Liquidation Distribution or the payment of the Redemption Price, as applicable. If any Trust Distribution Payment Date is not a Business Day, then payment of the Distribution payable on such date will be made on the next succeeding day that is a Business Day, without any increase to account for the period from such Trust Distribution Payment Date through the date of actual payment.

(d)In the event that there is any money or other property held by or for the Trust that is not accounted for hereunder, such property shall be distributed Pro Rata (as defined herein) among the Holders of the Common Securities.

3.Liquidation Distribution Upon Dissolution.

I-2

(a)In the event of any voluntary or involuntary dissolution of the Trust, the Holders of the Securities on the date of the dissolution will be entitled to receive out of the assets of the Trust available for distribution to Holders of Securities after satisfaction of liabilities, claims upon and obligations of the Trust pursuant to § 3808 of the Statutory Trust Act, distributions in an amount equal to the stated liquidation amount of $25.00 per Security plus accrued and unpaid Distributions thereon to but excluding the date of payment (such amount being the “Liquidation Distribution”), unless (i) such dissolution was in accordance with Section 8.1(a)(iv) of the Declaration of Trust, or (ii) in connection with such dissolution, as determined by the Sponsor, Series N Preference Shares in an aggregate liquidation preference equal to the aggregate stated liquidation amount of, with a dividend rate equal to the Distribution Rate, and bearing accrued and unpaid dividends in an amount equal to the accrued and unpaid Distributions on, such Securities outstanding at such time, have been distributed on a Pro Rata basis to the Holders of the Securities in exchange for such Securities except as provided by clause (c) below.

(b)If, upon any such dissolution, 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 the amounts payable directly by the Trust on the Securities shall first be paid on a Pro Rata basis to the Holders of the Trust Preference Securities, then, to the extent of any remaining assets, on a Pro Rata basis to the Holders of the Common Securities.

(c)On and from the date fixed by the Administrative Trustees for any distribution of the Series N Preference Shares upon the dissolution of the Trust: (i) the Securities will no longer be deemed to be outstanding, (ii) DTC or its nominee (or any successor Clearing Agency or its nominee), as the record Holder of the Trust Preference Securities, will receive a registered global certificate or certificates representing the Series N Preference Shares to be delivered upon such distribution, (iii) DTC or its nominee (or any successor Clearing Agency or its nominee) shall distribute the interests in the Series N Preference Shares to the Holders of Securities entitled thereto and (iv) any certificates representing Securities, except for certificates representing Trust Preference Securities held by DTC or its nominee (or any successor Clearing Agency or its nominee), will be deemed to represent beneficial interests in the Series N Preference Shares having an aggregate liquidation preference equal to the aggregate stated liquidation amount of, with a dividend rate identical to the Distribution Rate of, and accrued and unpaid dividends equal to accrued and unpaid Distributions on such Securities until such certificates are presented to the Series N Preference Share Issuer or its agent for transfer or reissue; provided however that, with respect to the distribution of any fractional interest in a Series N Preference Share, the Administrative Trustees shall redeem such fractions of Series N Preference Shares for cash at a price equal to the aggregate liquidation preference represented by such fractional interest plus any accrued and unpaid Distributions attributable to such fractional interests, provided, further that, notwithstanding the above, the Administrative Trustees, at their sole discretion, may choose to effect such dissolution distribution by means of depositary receipts on terms to be established by the Administrative Trustees. The Administrative Trustees shall be empowered to take such actions as are necessary and proper to accomplish the ends of the preceding sentence, including but not limited to procuring new CUSIPs or other identifying numbers, and taking such actions as DTC or any successor Clearing Agency may require in order to maintain and permit ownership and book-entry transfers of the Series N Preference Shares through the facilities of DTC or any successor Clearing Agency, filing any necessary registration statements or amendments thereto, or such other acts as the Administrative Trustees may deem necessary.

I-3

4.Redemption and Distribution.

(a) Upon the redemption of the Series N Preference Shares either (i) at the option of the Series N Preference Share Issuer, in whole or in part, at any time or from time to time, on or after May 13, 2029 (an “Optional Redemption”) or (ii) in whole, but not in part, at any time prior to May 13, 2029 (a) within 90 days after an Investment Company Event or a Tax Event (a “Special Event Redemption”) and (b) after the occurrence of a Rating Agency Event (a “Rating Agency Event Redemption”), the proceeds from such redemption shall be simultaneously applied to redeem Trust Preference Securities, on a proportionate basis, having an aggregate liquidation amount equal to the aggregate liquidation preference of the Series N Preference Shares so redeemed at a redemption price equal to: (1) in the case of an Optional Redemption, the aggregate liquidation amount of the Securities so redeemed; (2) in the case of a Special Event Redemption, 101% of the aggregate liquidation amount of the Securities so redeemed; and (3) in the case of a Rating Agency Event Redemption, 102% of the aggregate liquidation amount of the Securities so redeemed, plus, in each case, an amount equal to accrued and unpaid Distributions to but excluding the date of redemption, payable in cash (the “Redemption Price”). Holders shall be given not less than 30 nor more than 60 days’ notice of any redemption of Securities by the Institutional Trustee who must receive such amount of prior notice of redemption of Series N Preference Shares from the Series N Preference Share Issuer. If the Trust Preference Securities are redeemed in whole, the Series N Preference Share Issuer may cause the Issuer to also redeem the Common Securities in whole at the option of the Series N Preference Share Issuer.

(b)If fewer than all the outstanding Trust Preference Securities are to be so redeemed, the Securities will be redeemed as described in Section 4(f)(ii) below.

(c)The Series N Preference Share Issuer shall have the right at any time, or from time to time, on or after May 13, 2029 to redeem the Series N Preference Shares at its option, in whole or in part, for cash in the amount equal to the aggregate liquidation preference of Series N Preference Shares to be redeemed, plus accrued and unpaid dividends to but excluding the date of redemption.

(d)Under the terms of the Series N Preference Shares, the Series N Preference Share Issuer may elect to redeem the Series N Preference Shares, in whole, but not in part, for cash if, at any time prior to May 13, 2029, (i) an Investment Company Event or Tax Event (each as defined below, and each a “Special Event”) shall occur and be continuing, within 90 days following the occurrence of such Special Event and (ii) a Rating Agency Event shall occur, and, following such redemption, Securities with an aggregate liquidation amount equal to the aggregate liquidation preference of the Series N Preference Shares so redeemed shall be redeemed by the Trust at the Redemption Price; provided, however, that if at the time there is available to the Series N Preference Share Issuer or the Trust the opportunity to eliminate, within such 90-day period, the Special Event by taking some ministerial action, such as filing a form or making an election or pursuing some other similar reasonable measure that will have no adverse effect on the Trust, the Series N Preference Share Issuer or the Holders of the Securities, then the Series N Preference Share Issuer or the Trust will pursue such measure in lieu of redemption.

“Investment Company Event” means the receipt by the Series N Preference Share Issuer of an opinion of nationally recognized independent counsel experienced in such matters to the

I-4

effect that, as a result of the occurrence of a change in law or regulation or a written change in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority (a “Change in 1940 Act Law”), there is a more than an insubstantial risk that the Trust is, or within 90 days of the date of that opinion will be, considered an Investment Company that is required to be registered under the Investment Company Act, which Change in 1940 Act Law has become effective on or after May 7, 2024.

“Tax Event” means the receipt by the Series N Preference Share Issuer of an opinion of nationally recognized independent counsel experienced in such matters to the effect that, as a result of any amendment to or change in the laws or regulations thereunder of the United States or any political subdivision or taxing authority thereof or therein that is enacted or becomes effective on or after May 7, 2024, any proposed change in the laws or regulations enumerated in the preceding clause that is announced after May 7, 2024, or any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying the laws or regulations enumerated in the first preceding clause that is announced after May 7, 2024, there is more than an insubstantial risk that: (i) the Trust is, or within 90 days of the date of such opinion will be, subject to more than a de minimis amount of taxes (including withholding taxes), duties, assessments or other governmental charges; or (ii) the Trust is not, or within 90 days of the date of such opinion will not be, a domestic grantor trust for United States federal income tax purposes.

“Rating Agency Event” means a change to the methodology or criteria that were employed by an Applicable Rating Agency for purposes of assigning equity credit to securities with features similar to either the Series N Preference Shares or the Trust Preference Securities on the date of original issuance of the Trust Preference Securities (the “current methodology”), which change either (i) shortens the period of time during which equity credit pertaining to either the Series N Preference Shares or the Trust Preference Securities would have been in effect had the current methodology not been changed, or (ii) reduces the amount of equity credit assigned to either the Series N Preference Shares or the Trust Preference Securities as compared with the amount of equity credit that such Rating Agency had assigned to the Series N Preference Shares or the Trust Preference Securities, as applicable, as of its date of original issuance.

(e)The Trust may not redeem fewer than all the outstanding Securities unless all accrued and unpaid Distributions have been paid on all Securities for all Distribution Payment Periods terminating on or before the date of redemption.

(f)Redemption or Distribution procedures will be as follows:

(i)Notice of any redemption of, or notice of distribution of Series N Preference Shares or depositary shares in lieu thereof in exchange for the Securities (a “Redemption/Distribution Notice”) will be given by the Trust by mail to each Holder of the Securities to be redeemed or exchanged not fewer than 30 nor more than 60 days before the date fixed for redemption or exchange thereof which, in the case of a redemption, will be the date fixed for redemption of the Series N Preference Shares. For purposes of the calculation of the date of redemption or exchange and the dates on which notices are given pursuant to this Section 4(f)(i), a Redemption/Distribution Notice shall be deemed to be given on the day such notice is first mailed by first-class mail, postage

I-5

prepaid, to the Holders of the Securities. Each Redemption/Distribution Notice shall be addressed to the Holders of the Securities at the address of each such Holder appearing in the books and records of the Trust. No defect in the Redemption/Distribution Notice or in the mailing of either thereof with respect to any Holder shall affect the validity of the redemption or exchange proceedings with respect to any other Holder.

(ii)In the event that fewer than all the outstanding Securities are to be redeemed, the Trust Preference Securities to be redeemed shall first be redeemed Pro Rata from each Holder of Trust Preference Securities, it being understood that, in respect of Trust Preference Securities registered in the name of and held of record by DTC or its nominee (or any successor Clearing Agency or its nominee), the distribution of the proceeds of such redemption will be made to each Clearing Agency Participant (or Person on whose behalf such nominee holds such securities) in accordance with the procedures applied by such agency or nominee. If the Trust Preference Securities are redeemed in full, then the Common Securities may also be redeemed in full by the Issuer at the direction of the Series N Preference Share Issuer.

(iii)If Securities are to be redeemed and the Trust gives a Redemption/Distribution Notice, which notice may only be issued if the Series N Preference Shares are redeemed as set out in this Section 4 (which notice will be irrevocable), then (A) while the Trust Preference Securities are in book-entry only form, with respect to the Trust Preference Securities, by 12:00 noon, New York City time, on the redemption date, provided that the Series N Preference Share Issuer has paid to the Institutional Trustee a sufficient amount of funds in connection with the related redemption of the Series N Preference Shares, the Institutional Trustee will deposit irrevocably with DTC or its nominee (or successor Clearing Agency or its nominee) funds sufficient to pay the applicable Redemption Price with respect to the Trust Preference Securities and will give DTC (or any successor Clearing Agency) irrevocable instructions and authority to pay such Redemption Price to the Trust Preference Security Beneficial Owners, and (B) with respect to Trust Preference Securities issued in definitive form and Common Securities, provided, that the Series N Preference Share Issuer has paid the Institutional Trustee a sufficient amount of funds in connection with the related redemption of the Series N Preference Shares, the Paying Agent will pay the applicable Redemption Price to the Holders of such Securities, upon surrender thereof, by check mailed to the address of the relevant Holder appearing on the books and records of the Trust on the applicable record date. If a Redemption/Distribution Notice shall have been given and funds deposited as required, if applicable, then immediately prior to the close of business on the date of such deposit, distributions will cease to accrue on the Securities so called for redemption and all rights of the Holders of such Securities so called for redemption will cease, except the right of the Holders of such Securities to receive the applicable Redemption Price, but without interest on such Redemption Price. Neither the Administrative Trustees nor the Trust shall be required to register or cause to be registered the transfer of any Securities that have been so called for redemption. If the Trust Preference Securities remain in book-entry only form at the time of such redemption, the record date for such payment shall be one Business Day prior to the redemption date. If the Trust Preference Securities shall not remain in book-entry only form at the time of such redemption, the relevant record date shall be the first day of the

I-6

month in which the redemption date occurs. If any date fixed for redemption of Securities is not a Business Day, then payment of the applicable 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 and no Distributions or other payment will accumulate or accrue as a result of the delay).

(iv)Redemption/Distribution Notices shall be sent by the Administrative Trustees on behalf of the Trust to (A) in respect of the Trust Preference Securities, DTC or its nominee (or any successor Clearing Agency or its nominee) if the Global Certificates have been issued or, if Definitive Trust Preference Security Certificates have been issued, to the Holder thereof and (B) in respect of the Common Securities to the Holder thereof.

(v)Subject to applicable law (including, without limitation, United States federal securities laws), a Sponsor Affiliated Holder may at any time or from time to time purchase outstanding Trust Preference Securities by tender, in the open market or by private agreement.

5.Voting Rights—Trust Preference Securities.

(a)Except as provided under Sections 5(b) and 7 and as otherwise required by law and the Declaration of Trust, the Holders of the Trust Preference Securities will have no voting rights.

(b)Subject to the requirements set forth in this paragraph, the Holders of a Majority in liquidation amount of the Trust Preference Securities, voting separately as a class, may direct the exercise of any trust or power conferred upon the Institutional Trustee under the Declaration of Trust in respect of its rights as the holder of the Series N Preference Shares, including the right to direct the Institutional Trustee, as holder of the Series N Preference Shares, to consent to any amendment or modification of the Certificate of Determination or the Series N Preference Shares, any amendment or modification of the Articles of Incorporation or any other matter with respect to the Certificate of Determination or the Series N Preference Shares, where such consent shall be required by the Series N Preference Share Issuer Governing Documents and/or the CGCL; provided, however, that, where a consent or action under the Series N Preference Share Issuer Governing Documents and/or the CGCL would require the consent or act of each holder of each Preference Share affected thereby, such consent or action shall not be effective until each Holder of Trust Preference Securities shall have consented to such action or provided such consent. The Institutional Trustee, as holder of the Series N Preference Shares, shall not take any of the actions described in the prior sentence unless the Institutional Trustee has obtained an opinion of a nationally recognized independent tax counsel experienced in such matters to the effect that as a result of such action, the Trust will not fail to be classified as a domestic grantor trust for United States federal income tax purposes. The Institutional Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Trust Preference Securities. If the Institutional Trustee fails to enforce its rights under the Series N Preference Shares, to the fullest extent permitted by law and the Trust Preference Securities Guarantee, any Holder of Trust Preference Securities may directly institute a legal proceeding against the Series N Preference Share Issuer to enforce that Holder’s proportionate share of the Institutional

I-7

Trustee’s rights under the Series N Preference Shares without first instituting a legal proceeding against the Institutional Trustee or any other Person or entity. Any required approval or direction of Holders of Trust Preference Securities may be given at a separate meeting of Holders of Trust Preference Securities convened for such purpose, at a meeting of all of the Holders of Securities or pursuant to written consent or by electronic transmission. The Administrative Trustees will cause a notice of any meeting at which Holders of Trust Preference Securities are entitled to vote to be mailed to each Holder of record of Trust Preference Securities. Each such notice will include a statement setting forth (i) the date and time of such meeting, (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote and (iii) instructions for the delivery of proxies.

No vote or consent of the Holders of the Trust Preference Securities will be required for the Trust to redeem and cancel Trust Preference Securities or to distribute the Series N Preference Shares or depositary shares in lieu thereof in accordance with this Declaration of Trust and the terms of the Securities.

Notwithstanding that Holders of Trust Preference Securities are entitled to vote or consent under any of the circumstances described above, any of the Trust Preference Securities that are owned by the Sponsor or any Affiliate of the Sponsor shall not be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if they were not outstanding.

To the fullest extent permitted by law, with regard to the purposes of California Corporations Code Section 703, the Institutional Trustee shall be treated as a fiduciary holding and voting the Series N Preference Shares on behalf of the beneficial owners of the Securities, and shall be deemed by the provisions of this Section 5 to receive binding instructions from the Holders of the Securities as to how to vote such shares.

6.Voting Rights - Common Securities.

(a)Except as provided under Sections 6(b), (c) and 7 as otherwise required by law and the Declaration of Trust, the Holders of the Common Securities will have no voting rights.

(b)The Holders of the Common Securities are entitled, in accordance with and subject to Article V of the Declaration of Trust, to vote to appoint, remove or replace any Trustee or to increase or decrease the number of Trustees.

(c)Subject to Section 5(b), the Holders of a Majority in liquidation amount of the Common Securities, voting separately as a class, may direct the exercise of any trust or power conferred upon the Institutional Trustee under the Declaration of Trust, provided that, where a consent or action under the Series N Preference Share Issuer Governing Documents would require the consent or act of the Holders of greater than a majority in liquidation preference of Series N Preference Shares affected thereby (a “Super Majority”), the Institutional Trustee may only give such consent or take such action at the written direction of the Holders of at least the proportion in liquidation amount of the Common Securities which the relevant Super Majority represents of the aggregate liquidation preference of the Series N Preference Shares outstanding. Pursuant to this Section 6(c), the Institutional Trustee shall not revoke any action previously

I-8

authorized or approved by a vote of the Holders of the Trust Preference Securities. Except with respect to directing the time, method and place of conducting any proceeding for any remedy available to the Institutional Trustee or the Series N Preference Share Issuer as set forth above, the Institutional Trustee shall not take any action in accordance with the directions of the Holders of the Common Securities under this paragraph unless the Institutional Trustee has obtained an opinion of nationally recognized independent tax counsel to the effect that as a result of such action, the Trust will not fail to be classified as a domestic grantor trust for United States federal income tax purposes.

If the Institutional Trustee fails to enforce its rights under the Declaration of Trust, to the fullest extent permitted by law any Holder of Common Securities may institute a legal proceeding directly against any Person to enforce the Institutional Trustee’s rights under the Series N Preference Shares, without first instituting a legal proceeding against the Institutional Trustee or any other Person.

Any approval or direction of Holders of Common Securities may be given at a separate meeting of Holders of Common Securities convened for such purpose, at a meeting of all of the Holders of Securities or pursuant to written consent or by electronic transmission. The Administrative Trustees will cause a notice of any meeting at which Holders of Common Securities are entitled to vote to be mailed to each Holder of record of Common Securities. Each such notice will include a statement setting forth (i) the date and time of such meeting, (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote and (iii) instructions for the delivery of proxies.

No vote or consent of the Holders of the Common Securities will be required for the Trust to redeem and cancel Common Securities or to distribute the Series N Preference Shares in accordance with the Declaration of Trust and the terms of the Securities.

7.Pro Rata.

A reference in these terms of the Securities to any payment, distribution or treatment as being “Pro Rata” shall mean pro rata to each Holder of Securities according to the aggregate liquidation amount of the Securities held by the relevant Holder in relation to the aggregate liquidation amount of all Securities outstanding and “Pro Rata” as to Holders of a Trust Preference Securities or Common Securities shall mean pro rata to each Holder of Trust Preference Securities or Common Securities, as the case may be, according to the liquidation amount of the Securities held by the relevant Holder in relation to the aggregate liquidation amount of all Securities of such class outstanding.

8.Ranking.

The Trust Preference Securities rank pari passu and payment thereon shall be made Pro Rata with the Common Securities except that the rights of Holders of the Common Securities to payment in respect of payments upon liquidation and redemption are subordinated to the rights to payment of the Holders of the Trust Preference Securities.

9.Acceptance of Trust Preference Securities Guarantee and Certificate of Determination.

I-9

Each Holder of Trust Preference Securities and Common Securities, by the acceptance thereof, agrees to the provisions of the Trust Preference Securities Guarantee, including the ranking provisions therein and to the provisions of the Certificate of Determination.

10.No Preemptive Rights.

The Holders of the Securities shall have no preemptive or similar rights to subscribe for any additional securities.

11.Miscellaneous.

These terms constitute a part of the Declaration of Trust.

The Sponsor will provide a copy of the Declaration of Trust or the Trust Preference Securities Guarantee, and the Certificate of Determination to a Holder without charge on written request to the Sponsor at its principal place of business.

I-10

EXHIBIT A-1

FORM OF TRUST PREFERENCE SECURITY CERTIFICATE

THIS TRUST PREFERENCE SECURITY IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR A NOMINEE OF THE DEPOSITARY. THIS TRUST PREFERENCE SECURITY IS EXCHANGEABLE FOR TRUST PREFERENCE SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION AND NO TRANSFER OF THIS TRUST PREFERENCE SECURITY (OTHER THAN A TRANSFER OF THIS TRUST PREFERENCE SECURITY 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) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS TRUST PREFERENCE SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (55 WATER STREET, NEW YORK, NEW YORK) TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY TRUST PREFERENCE SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY 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 SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

A1-1

_______ _______ Trust Preference Securities

CUSIP NO. 80620A 208

Certificate Evidencing Trust Preference Securities

of

SCE TRUST VIII
6.95 % Trust Preference Securities
(Cumulative, Liquidation Amount $25 per Trust Preference Security)

SCE TRUST VIII, a statutory trust formed under the laws of the State of Delaware (the “Trust”), hereby certifies that _______ (the “Holder”) is the registered owner of _______ (_______) Trust Preference Securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the 6.95% Trust Preference Securities (the “Trust Preference Securities”). The Trust Preference 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. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Trust Preference Securities are set forth in, and this certificate and the Trust Preference Securities represented hereby are issued and shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of May 13, 2024, as the same may be amended from time to time (the “Declaration of Trust”), including the designation of the terms of the Trust Preference Securities as set forth in Annex I thereto. Capitalized terms used herein but not defined shall have the meaning given them in the Declaration of Trust. The Holder is entitled to the benefits of the Trust Preference Securities Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration of Trust, the Trust Preference Securities Guarantee and the Certificate of Determination to a Holder without charge upon written request to the Sponsor at its principal place of business.

The Holder of this certificate, by accepting this certificate, is deemed to have (i) agreed to the terms of the Series N Preference Shares and (ii) agreed to the terms of the Trust Preference Securities Guarantee, including that the Trust Preference Securities Guarantee is subordinate and junior in right of payment to all outstanding cumulative preferred stock and all secured and unsecured indebtedness of the Series N Preference Share Issuer.

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

By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Series N Preference Shares as equity and the Trust Preference Securities as evidence of indirect beneficial ownership in the Series N Preference Shares.

This Certificate shall be governed by the laws of the State of Delaware.

A1-2

IN WITNESS WHEREOF, the Trust has executed this certificate this _______ day of _______, _______.

______________________________
Name:
Title: Administrative Trustee

A1-3

CERTIFICATE OF AUTHENTICATION

This certificate represents the Trust Preference Securities referred to in the within-mentioned Declaration of Trust.

Dated: _______, _______

The Bank of New York Mellon Trust Company, N.A.,
as Institutional Trustee

By:____________________________
Authorized Signatory

A1-4

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust Preference Security Certificate to:

Insert assignee’s social security or tax identification number)

(Insert address and zip code of assignee)

and irrevocably appoints
as agent to transfer this Trust Preference Security 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 Trust Preference Security Certificate)

A1-5

EXHIBIT A-2

FORM OF COMMON SECURITY CERTIFICATE

TRANSFER OF THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SET FORTH IN THE DECLARATION REFERRED TO BELOW.

A2-1

_______ _______ Common Securities

Certificate Evidencing Common Securities

of

SCE TRUST VIII

Common Securities
(Cumulative, Liquidation Amount $25 per Common Security)

SCE TRUST VIII, a statutory trust formed under the laws of the State of Delaware (the “Trust”), hereby certifies that _______ (the “Holder”), is the registered owner of _______ (_______) common securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the Common Securities (the “Common Securities”). The Common 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 and satisfaction of the other conditions set forth in the Declaration of Trust (as defined below), including, without limitation, Section 9.1 thereof. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of May 13, 2024, as the same may be amended from time to time (the “Declaration of Trust”), including the designation of the terms of the Common Securities as set forth in Annex I thereto. Capitalized terms used herein but not defined shall have the meaning given them in the Declaration of Trust. The Sponsor will provide a copy of the Declaration of Trust and the Certificate of Determination to a Holder without charge upon written request to the Sponsor at its principal place of business.

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

The Holder of this certificate, by accepting this certificate, is deemed to have agreed to the terms of the Series N Preference Shares.

By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Series N Preference Shares as equity and the Common Securities as evidence of indirect beneficial ownership in the Series N Preference Shares.

A2-2

This Certificate shall be governed by the laws of the State of Delaware.

IN WITNESS WHEREOF, the Trust has executed this certificate this _______ day of _______, _______.

_____________________________
Name:
Title: Administrative Trustee

A2-3

CERTIFICATE OF AUTHENTICATION

This certificate represents the Common Securities referred to in the within-mentioned Declaration of Trust.

Dated: _______, _______

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Institutional Trustee

By:_________________________
Authorized Signatory

A2-4

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Common Security Certificate to:

(Insert assignee’s social security or tax identification number)

(Insert address and zip code of assignee)

and irrevocably appoints as agent to transfer this Common Security 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 Common Security Certificate)

A2-5

EX-4.3

Exhibit 4.3

GUARANTEE AGREEMENT

Dated as of May 13, 2024

By

SOUTHERN CALIFORNIA EDISON COMPANY, as Guarantor

GUARANTEE AGREEMENT

This GUARANTEE AGREEMENT (the “Guarantee”), dated as of May 13, 2024, is executed and delivered by SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation (the “Guarantor”), for the benefit of the Holders (as defined herein) from time to time of the Securities (as defined herein) of SCE TRUST VIII, a Delaware statutory trust (the “Trust”).

RECITALS

WHEREAS, pursuant to the Declaration of Trust (as defined herein), the Trust may issue $350,000,000 aggregate liquidation amount of trust preference securities, having a liquidation amount of $25.00 per security and designated the “6.95% Trust Preference Securities” of the Trust (the “Trust Preference Securities”), and $10,000 aggregate liquidation amount of common securities, having a liquidation amount of $25.00 per security and designated the “Common Securities” of the Trust (the “Common Securities” and, together with the Trust Preference Securities, the “Securities”); and

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

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

Article 1
INTERPRETATION AND DEFINITIONS

Section 1.1INTERPRETATION AND DEFINITIONS.

In this Guarantee, unless the context otherwise requires:

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

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

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

(d)all references in this Guarantee to Articles, Sections and Recitals are to Articles, Sections and Recitals of this Guarantee, unless otherwise specified;

- 1 -

(e)a reference to the singular includes the plural and vice versa and a reference to any masculine form of a term shall include the feminine form of a term, as applicable; and

(f)the following terms have the following meanings:

“Affiliate” has the same meaning as given to that term in Rule 405 of the Securities Act of 1933, as amended, or any successor rule thereunder.

“Common Securities” has the meaning specified in the Recitals hereto.

“Declaration of Trust” means the Amended and Restated Declaration of Trust, dated as of the date hereof, as amended, modified or supplemented from time to time, among the trustees of the Trust named therein, the Guarantor, as sponsor, and the Holders, from time to time, of undivided beneficial ownership interests in the assets of the Trust.

“Distributions” has the meaning specified in the Declaration of Trust.

“Guarantee Payments” means the following payments or distributions, without duplication, with respect to the Securities, to the extent not paid by or on behalf of the Trust: (i) any accrued and unpaid Distributions that are required to be paid on such Securities (other than upon a voluntary or involuntary dissolution, winding-up or termination of the Trust) to the extent the Trust has sufficient funds available therefor at the time, (ii) the redemption price, plus all accrued and unpaid Distributions to the date of redemption, with respect to any Securities called for redemption by the Trust, to the extent the Trust shall have sufficient funds available therefor at the time or (iii) upon a voluntary or involuntary dissolution, winding-up or termination of the Trust (other than in connection with a redemption or the distribution of Series N Preference Shares or depositary shares to the Holders in exchange for Securities as provided in the Declaration of Trust), the lesser of (a) the aggregate of the liquidation amount and all accrued and unpaid Distributions on the Securities to the date of payment, to the extent the Trust has sufficient funds available therefor and (b) the amount of assets of the Trust remaining available for distribution to Holders in liquidation of the Trust (in either case, the “Liquidation Distribution”).

“Holder” means any holder of Securities, as registered on the books and records of the Trust; provided, however, that, in determining whether the Holders of the requisite percentage of Trust Preference Securities have given any request, notice, consent or waiver hereunder, “Holder” shall not include the Guarantor or any Affiliate of the Guarantor or any other obligor on the Trust Preference Securities.

“Majority in Liquidation Amount” means Holder(s) of outstanding Securities, voting together as a single class, who are the record owners of an aggregate liquidation amount representing more than 50% of the aggregate liquidation amount (including the stated amount that would be paid on redemption or liquidation, plus accrued and unpaid Distributions to the date upon which the voting percentages are determined) of all outstanding Securities. In determining whether the Holders of the requisite amount of Securities have voted, Securities that are owned by the Guarantor or any Affiliate of the Guarantor or any other obligor on the Securities shall be disregarded for the purpose of any such determination.

- 2 -

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust (whether statutory or common law trust), unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature.

“Redemption Price” has the meaning specified in the Declaration of Trust.

“Securities” has the meaning specified in the Recitals hereto.

“Series N Preference Shares” has the meaning specified in the Declaration of Trust.

Article 2
GUARANTEE

Section 2.1GUARANTEE.

The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by the Trust or the Guarantor), as and when due, regardless of any defense, right of setoff or counterclaim that the Trust 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 Trust to pay such amounts to the Holders.

Section 2.2WAIVERS BY GUARANTOR.

The Guarantor hereby waives notice of acceptance of this Guarantee and of any liability to which it applies or may apply, presentment, demand for payment, any right to require a proceeding first against the Trust 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, and any right to require that any action on this Guarantee be brought first against the Trust or any other Person before proceeding directly against the Guarantor. To the fullest extent permitted by law, the Guarantor waives any and all rights and defenses, including without limitation any rights of subrogation, reimbursement, indemnification and contribution, described in subdivision (a) of Section 2856 of the California Civil Code, including any rights and defenses that are or may become available to the Guarantor by reason of Sections 2787 to 2855 thereof, inclusive.

Section 2.3OBLIGATIONS NOT AFFECTED.

The obligations, covenants, agreements and duties of the Guarantor under this Guarantee shall be absolute and unconditional and shall remain in full force and effect until the entire liquidation amount of all outstanding Securities shall have been paid and such obligation shall in no way be affected or impaired by reason of the happening from time to time of any event, including, without limitation, the following, whether or not with notice to, or the consent of, the Guarantor:

- 3 -

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

(b)The extension of time for the payment by the Trust of all or any portion of the Distributions, Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with the Securities;

(c)Any failure, omission, delay or lack of diligence on the part of the Institutional Trustee (as such term is defined in the Declaration of Trust) or the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Institutional Trustee or the Holders pursuant to the terms of the Securities, or any action on the part of the Trust 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 Trust or any of the assets of the Trust;

(e)Any invalidity of, or defect or deficiency in, the 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 2.3 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 consent of, the Guarantor or any other Person with respect to the happening of any of the foregoing.

No setoff, counterclaim, reduction or diminution of any obligation, or any defense of any kind or nature that the Guarantor has or may have against any Holder shall be available hereunder to the Guarantor against such Holder to reduce the payments to it under this Guarantee.

Section 2.4RIGHTS OF HOLDERS.

If the Guarantor fails to make a Guarantee Payment, a Holder may directly institute a proceeding against the Guarantor for enforcement of the Guarantee for such payment to such Holder, and the amount of the payment will be based on the Holder’s pro rata share of the amount due and owing on all of the Securities.

Section 2.5GUARANTEE OF PAYMENT.

This Guarantee creates a guarantee of payment and not of collection.

- 4 -

Section 2.6SUBROGATION.

The Guarantor shall be subrogated to all (if any) rights of the Holder against the Trust in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if at the time of any such payment, any amounts are due and unpaid under this Guarantee. 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 2.7INDEPENDENT OBLIGATIONS.

The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Trust with respect to the 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 notwithstanding the occurrence of any event referred to in Section 2.3(a) through Section 2.3(g), inclusive, hereof.

Article 3
LIMITATION OF TRANSACTIONS; RANKING

Section 3.1LIMITATION OF TRANSACTIONS.

So long as any Securities remain outstanding, if the Guarantor shall have failed to make any Guarantee Payment when due, until such Guarantee Payment is made, the Guarantor shall not declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s capital stock that ranks, as to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Guarantor, equal or junior to the Series N Preference Shares (other than (a) dividends or distributions in the Guarantor’s capital stock, (b) payments under this Guarantee, (c) any declaration of a dividend in connection with the implementation of a shareholders’ rights plan, or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, and (d) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of its directors, officers, employees or consultants).

Section 3.2RANKING.

The obligations of the Guarantor hereunder constitute unsecured obligations of the Guarantor and rank subordinate and junior in right of payment to all indebtedness and other liabilities of the Guarantor and all capital stock of the Guarantor that by its terms ranks senior to the Series N Preference Shares as to payment of dividends and distribution of assets upon the liquidation, dissolution or winding up of the Guarantor; equal in right of payment to the Series N Preference Shares and other capital stock of the Guarantor that by its terms ranks equal in right of payment to the Series N Preference Shares as to payment of dividends and distribution of assets upon the liquidation, dissolution or winding up of the Guarantor and to any similar

- 5 -

guarantee that the Guarantor issues on behalf of the holders of securities issued by any statutory trust the assets of which consist of capital stock of the Guarantor that ranks equal in right of payment to the Series N Preference Shares as to payment of dividends and distribution of assets upon the liquidation, dissolution or winding up of the Guarantor; and senior in right of payment to the common stock of the Guarantor and all other securities of the Guarantor that by their terms rank junior in right of payment to the Series N Preference Shares as to payment of dividends and distribution of assets upon the liquidation, dissolution or winding up of the Guarantor.

Article 4
TERMINATION

Section 4.1TERMINATION.

This Guarantee shall terminate upon (i) full payment of the Redemption Price of all Securities, (ii) distribution of the Series N Preference Shares or depositary shares to the Holders of all the Securities in accordance with the Declaration of Trust or (iii) full payment of the amounts payable in accordance with the Declaration of Trust upon liquidation of the Trust. Notwithstanding the foregoing, this Guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any Holder of Securities must restore payment of any sums paid under the Securities or under this Guarantee.

Article 5
RIGHT OF DIRECT ACTION WITH RESPECT TO SERIES N
PREFERENCE SHARES

Section 5.1RIGHT OF DIRECT ACTION.

The Guarantor agrees that, to the fullest extent permitted by applicable law, each Holder has the right to institute a proceeding directly against the Guarantor for enforcement of the rights of a holder of Series N Preference Shares to the extent of an interest in Series N Preference Shares corresponding to the aggregate liquidation amount of such Holder’s Securities (such right, a “right of direct action”).

Article 6
MISCELLANEOUS

Section 6.1SUCCESSORS AND ASSIGNS.

All guarantees and agreements contained in this Guarantee shall bind the successors, assigns, receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the Holders of the Securities then outstanding. Except in connection with a consolidation, merger or sale involving the Guarantor 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 6.2AMENDMENTS.

Except with respect to any changes that do not materially and adversely affect the rights of the Holders (in which case no consent of the Holders will be required), this Guarantee may not

- 6 -

be amended without the prior approval of the Holders of not less than a Majority in Liquidation Amount of the Securities. The provisions of Section 12.2 of the Declaration of Trust with respect to meetings of, and action by written consent of, the Holders of the Securities apply to the giving of such approval.

Section 6.3BENEFIT.

This Guarantee is solely for the benefit of the Holders of the Securities and is not separately transferable from the Securities.

Section 6.4GOVERNING LAW

THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF CALIFORNIA.

[The remainder of this page left blank intentionally; the signature page follows]

- 7 -

IN WITNESS WHEREOF, this Guarantee is executed as of the day and year first above written.

SOUTHERN CALIFORNIA EDISON COMPANY,

as Guarantor

By: /s/ Natalia Woodward​ ​​ ​

Name: Natalia Woodward

Title: Treasurer

[Signature Page to Guarantee Agreement]

EX-5.1

Exhibit 5.1

May 13, 2024

SCE Trust VIII

2244 Walnut Grove Avenue

Rosemead, California 91770

Re: SCE Trust VIII

Ladies and Gentlemen:

We have acted as special Delaware counsel for SCE Trust VIII, a Delaware statutory trust (the "Trust"), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

We have examined and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below, including the following documents:

(a)The Certificate of Trust of the Trust as filed in the office of the Secretary of State of the State of Delaware (the "Secretary of State") on June 12, 2017 (the "Certificate of Trust");

(b)The Trust Agreement of the Trust, dated as of June 9, 2017, among Southern California Edison Company (the “Company”) and the trustees named therein;

(c)The Registration Statement on Form S-3 (the "Registration Statement"), filed by the Company and the Trust with the Securities and Exchange Commission (the "SEC") on July 29, 2021 as supplemented by a prospectus (the "Prospectus"), relating to the 6.95% Trust Preference

SCE Trust VIII

May 13, 2024

Page 2

Securities (Liquidation Amount of $25 per Trust Preference Security) to be issued by the Trust representing preference undivided beneficial interests in the assets of the Trust (each, a "Trust Preference Security" and collectively, the "Trust Preference Securities"), filed by the Company and the Trust with the SEC on or about May 8, 2024;

(d)The Amended and Restated Declaration of Trust for the Trust (the "Trust Agreement"), dated as of May 13, 2024 by the Company and the trustees of the Trust named therein (including Annex I thereto), filed as an exhibit to the Registration Statement;

(e)The Underwriting Agreement; and

(f)A Certificate of Good Standing for the Trust, dated May 10, 2024, obtained from the Secretary of State.

Initially capitalized terms used herein and not otherwise defined are used as defined in the Trust Agreement.

As to various questions of fact material to our opinion, we have relied upon the representations made in the foregoing documents. With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.

For purposes of this opinion, we have assumed (i) that the Trust Agreement constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the creation, operation and termination of the Trust, and that the Trust Agreement and the Certificate of Trust are in full force and effect and have not been amended, (ii) except to the extent provided in paragraph 1 below, the due organization or due formation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its organization or formation, (iii) the legal capacity of natural persons who are parties to the documents examined by us, (iv) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) the due authorization, execution and delivery by all parties thereto of all documents examined by us, (vi) the receipt by each Person to whom a Trust Preference Security is to be issued by the Trust (collectively, the "Trust Preference Security Holders") of a Trust Preference Security Certificate for such Trust Preference Security and the payment for such Trust Preference Security, in accordance with the Trust Agreement and the Underwriting Agreement, and (vii) that the Trust Preference Securities are executed, authenticated, issued and sold to the Trust Preference Security Holders in accordance with the Trust Agreement and the Underwriting Agreement. We have not participated in the preparation of the Registration Statement (except for providing this opinion) or the Prospectus and assume no responsibility for their contents, other than this opinion.

SCE Trust VIII

May 13, 2024

Page 3

This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder which are currently in effect.

Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

1.The Trust has been duly formed and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. §3801 et seq.

2.The Trust Preference Securities of the Trust will represent validly issued and, subject to the qualifications set forth in this paragraph 2, fully paid and nonassessable beneficial interests in the assets of the Trust. The Trust Preference Security Holders, as beneficial owners of the Trust, will 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. We note that the Trust Preference Security Holders may be obligated, pursuant to the Trust Agreement, (i) to provide indemnity and security in connection with and pay taxes or governmental charges arising from transfers of certificates evidencing the Trust Preference Securities and the issuance of replacement Trust Preference Security Certificates, and (ii) to provide security and indemnity in connection with requests of or directions to the Institutional Trustee to exercise its rights and powers under the Trust Agreement.

We consent to the filing of this opinion with the SEC as an exhibit to a Current Report on Form 8-K and its incorporation by reference into the Registration Statement. We also consent to the use of our name under the heading "Validity of the Securities and Guarantee" in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,/s/ Richards, Layton & Finger P.A.

JWP/KNR/ALF

EX-5.2

Exhibit 5.2

May 13, 2024

Southern California Edison Company

2244 Walnut Grove Avenue

Rosemead, California 91770

Re: Offering of Southern California Edison Company
Series N Preference Stock

Ladies and Gentlemen:

I am Assistant General Counsel and Assistant Corporate Secretary of Southern California Edison Company, a California corporation (“SCE” or the “Company”). You have requested my opinion in connection with the offering, issuance, and sale by SCE of up to 140,004 shares of its Series N Preference Stock (the “Shares”).

The Shares are being offered to the public by the Prospectus dated May 7, 2024 (the “Prospectus”), which is part of a Registration Statement on Form S-3 (Registration No. 333-258266) (the “Registration Statement”), filed by SCE with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”).

In my capacity as Assistant General Counsel, I am generally familiar with the proceedings taken and proposed to be taken by SCE for the authorization and issuance of the Shares. I, or attorneys acting under my supervision, have made legal and factual examinations and inquiries, including an examination of originals and copies certified or otherwise identified to our satisfaction, of the documents, corporation records and instruments of SCE that we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies. In addition, we have obtained and relied upon certificates and assurances from public officials that we have deemed necessary.

Subject to the foregoing and the other qualifications set forth herein, it is my opinion that upon issuance and delivery of, and payment for, the Shares in the manner contemplated by the Registration Statement and the Prospectus, the Shares will be validly issued, fully paid and nonassessable.

In addition to any assumptions, qualifications and other matters set forth elsewhere herein, the opinions set forth above are subject to the following:

(A)I express no opinion on the effect of Section 1708 of the California Public Utilities Code which, among other matters, provides that the California Public Utilities Commission may at any time, upon notice to the parties, and with opportunity to be heard, rescind, alter, or amend any order or decision made by it.

(B)I am a member of the Bar of the State of California. My opinions expressed herein are limited to the laws of the State of California and the federal laws of the United States of America.

(C)This opinion letter is an expression of my professional judgment on the legal issues explicitly addressed. By rendering the opinions herein, I do not become an insurer or guarantor of the expression of such professional judgment. Nor does the rendering of such opinions guarantee the outcome of any legal dispute that may arise out of the contemplated transactions. The rendering of the opinions herein does not create any express or implied contract or agreement between or with any person entitled to rely thereon and me. My opinions set forth herein are based upon the facts in existence and laws in effect on the date hereof, and are rendered as of the date hereof, and I expressly disclaim any obligation to update my opinions herein, regardless of whether changes in such facts or laws come to my attention after the delivery hereof.

I consent to SCE filing this opinion with the Securities and Exchange Commission as an exhibit to a Current Report on Form 8-K, which will be incorporated by reference into the Prospectus, and to the reference to me under the caption “Validity of the Securities and Guarantee” in the Prospectus. In giving this consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act and regulations of the Securities and Exchange Commission issued thereunder.

Very truly yours,

/s/ Michael A. Henry

Michael A. Henry

Assistant General Counsel

Southern California Edison Company

EX-5.3

Exhibit 5.3

BAKER & MCKENZIE LLP

10250 CONSTELLATION BOULEVARD

SUITE 1850

LOS ANGELES, CALIFORNIA 90067

(310) 201-4728

May 13, 2024

Southern California Edison Company

2244 Walnut Grove Avenue

Rosemead, California 91770

Re:Registration Statement on Form S-3 (File No. 333-258266)

Ladies and Gentlemen:

We have acted as counsel for Southern California Edison Company, a California corporation (“Southern California Edison”), in connection with the issuance by Southern California Edison of a guarantee (the “Guarantee”) of 14,000,000 6.95% Trust Preference Securities (the “Trust Preference Securities”) of SCE Trust VIII, a Delaware statutory trust (the “Trust” and, together with Southern California Edison, the “Offerors”), issued pursuant to the Underwriting Agreement, dated May 7, 2024 (the “Underwriting Agreement”), among the Offerors and the Underwriters named in Schedule I to the Underwriting Agreement.

In our capacity as counsel for the Offerors, we have reviewed the Guarantee and originals or copies of corporate records of the Offerors; certificates of public officials, officers of the Offerors and others; and such other documents as we have deemed necessary or appropriate for the purposes of this opinion. In our examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies, and the legal capacity of all parties executing the documents.

In making our examination of documents executed by parties other than Southern California Edison, we have assumed that such parties had the power, corporate or otherwise, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or otherwise, and execution and delivery by such parties of such documents and the validity and binding effect thereof. As to various questions of fact relevant to the opinions

expressed herein, we have relied upon, and assume the accuracy of, representations and warranties contained in the Underwriting Agreement, the Guarantee, certificates and all oral and written statements and other information of or from responsible representatives of the Offerors, their respective subsidiaries and others provided in connection with the Underwriting Agreement, the Guarantee, and the transactions contemplated thereby.

Based on the foregoing, and subject to the assumptions, qualifications, exclusions and other limitations contained in this letter, we are of the opinion that when the Trust Preference Securities have been issued and sold in the manner described in the Underwriting Agreement, and the Guarantee has been executed and delivered, the Guarantee will constitute the valid and binding obligation of Southern California Edison, enforceable against Southern California Edison 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 equitable principles.

The law covered by the opinion expressed above is limited to the laws of the State of California as in effect as of this date. We express no opinion as to the laws of any other jurisdiction and no opinion regarding the statutes, administrative decisions, rules, regulations or requirements of any county, municipality, subdivision or local authority of any jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the Current Report on Form 8-K, relating to the Trust Preference Securities, as filed by Southern California Edison with the Securities and Exchange Commission on or about May 13, 2024 and to the use of our name under the caption “Validity of the Securities and Guarantee” in the related Prospectus dated May 7, 2024. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission issued thereunder.

Very truly yours,

/s/ BAKER & MCKENZIE LLP

2

EX-8.1

Exhibit 8.1

OPINION OF BAKER & MCKENZIE LLP

AS TO CERTAIN TAX MATTERS

May 13, 2024

Southern California Edison Company

SCE Trust VIII

2244 Walnut Grove Avenue

Rosemead, California 91770

Ladies and Gentlemen:

As special tax counsel to Southern California Edison Company, a California corporation and SCE Trust VIII, a Delaware statutory trust (the “Trust”), in connection with the issuance by the Trust of 14,000,000 of its 6.95% Trust Preference Securities (the “Trust Preference Securities”), as described in that certain prospectus dated May 7, 2024 (the “Prospectus”), we hereby confirm to you our opinion as set forth under the heading “Material U.S. Federal Income Tax Considerations” in the Prospectus, subject to the limitations set forth therein.

We hereby consent to the filing of this opinion as an exhibit to the Current Report on Form 8-K, relating to the Trust Preference Securities, as filed by Southern California Edison with the Securities and Exchange Commission on or about May 13, 2024 and to the reference to us under the heading “Material U.S. Federal Income Tax Considerations” in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

Very truly yours,

/s/ BAKER & MCKENZIE LLP

XML

Document and Entity Information	May 07, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	May 07, 2024
Entity File Number	1-2313
Entity Registrant Name	SOUTHERN CALIFORNIA EDISON COMPANY
Entity Incorporation, State or Country Code	CA
Entity Tax Identification Number	95-1240335
Entity Address, Address Line One	2244 Walnut Grove Avenue
Entity Address, Adress Line Two	(P.O. Box 800)
Entity Address, City or Town	Rosemead
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91770
City Area Code	626
Local Phone Number	302-1212
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000092103
Amendment Flag	false