CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE
                                             SERIES B PREFERENCE STOCK

                                        SOUTHERN CALIFORNIA EDISON COMPANY


         We, the undersigned, being the Vice President and Treasurer and the Assistant Treasurer, 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, DO HEREBY CERIFY:

         FIRST:  The 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
Executive Committee of the Board of Directors at a meeting duly held on September 14, 2005, in the City of
Rosemead, State of California, at which meeting a quorum was present and acting throughout, did duly adopt the
following resolutions authorizing and providing for the creation of a series of said shares of Preference Stock
to be known as Series B Preference Stock, consisting of 2,000,000 shares, none of the shares of such series
having been issued:

         "NOW, THEREFORE, BE IT RESOLVED, that 2,000,000 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 B Preference Stock"; and

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


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1.       Dividends

                  (a)      The holders of record of the Series B Preference Stock (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 a duly authorized committee thereof (the "Board"), in its sole discretion out of funds
legally available therefor, non-cumulative quarterly cash dividends which will accrue from and including
September 21, 2005 and will be payable on September 30, December 31, March 31 and June 30 of each year (each, a
"Dividend Payment Date"), commencing December 31, 2005, at the annual rate of 6.125% of the Liquidation
Preference.  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 B Preference Stock for the initial dividend period and
any period less 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 such period.  "Liquidation Preference" means $100 per
share of Series B Preference Stock.

                  (b)      So long as any shares of Series B Preference Stock 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 B Preference Stock), whether in cash or property, may be
paid or declared or set apart, nor may any distribution be made on the Common Stock, nor may any shares of Common
Stock be purchased, redeemed or otherwise acquired for value by the Corporation, unless dividends have been
declared and paid or set apart on the Series B Preference Stock for the then-current quarterly dividend period;
provided, however, that the foregoing dividend preference shall not be cumulative and shall not in any way create
any claim or right in favor of the Holders of Series B Preference Stock in the event that dividends have not been
declared or paid or set apart on the Series B Preference Stock in respect of any prior dividend period.  If the
full dividend on the Series B Preference Stock is not paid for any quarterly dividend period, the Holders of
Series B Preference Stock will have no claim in respect of the unpaid amount so long as no dividend (other than
those referred to above) is paid on the Common Stock (or any other stock of the Corporation ranking, as to the
payment of dividends, junior to the Series B Preference Stock) for such dividend period.

                  (c)      The Board may, in its discretion, choose to pay dividends on the Series B Preference
Stock 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 B Preference Stock).

                  (d)      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



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Series B Preference Stock for any period unless full dividends have been declared and paid or
set apart for payment on the Series B Preference Stock for the then-current quarterly dividend period.  When
dividends are not paid in full upon the Series B Preference Stock and all other classes or series of stock of the
Corporation, if any, ranking, as to the payment of dividends, equally with the Series B Preference Stock, all
dividends declared upon shares of Series B Preference Stock and all such other stock of the Corporation will be
declared pro rata so that the amount of dividends declared per share of Series B Preference Stock and all such
other stock will in all cases bear to each other the same ratio that accrued dividends per share of Series B
Preference Stock (but without, in the case of non-cumulative shares, accumulation of unpaid dividends for prior
dividend periods) and such other stock bear to each other.

                  (e)      No dividends may be declared or paid or set apart for payment on any shares of Series
B Preference Stock 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, prior to the
Series B Preference Stock.

                  (f)      Holders of Series B Preference Stock 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 any sum in
lieu of interest, in respect of any dividend payment.

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 shares of the Series B Preference Stock will
be entitled to receive out of the assets of the Corporation or proceeds thereof available for distribution to
stockholders, 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 B Preference Stock), the Liquidation Value 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, but without accumulation of unpaid dividends on
the Series B Preference Stock for prior dividend periods.

                  (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 B Preference Stock 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, on a parity with the Series B Preference Stock, the
assets will be distributed to the Holders of Series B Preference Stock 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 preferred stock, accumulation of unpaid dividends for prior dividend periods).


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                  (c)      Notwithstanding the foregoing, Holders of Series B Preference Stock 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, prior to the Series B Preference Stock 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 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,
the Holders of Series B Preference Stock will not be entitled to any further participation in any distribution of
assets by the Corporation.

3.       Voting Rights

                  The Series B Preference Stock 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 shares of Series B Preference Stock are outstanding, the consent of the
Holders of at least a majority of the Series B Preference Stock 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 Restated Articles of Incorporation which
         would adversely affect the rights, preferences, privileges or restrictions of the Series B Preference
         Stock; or

                           (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
         B Preference Stock.

provided, however, that no such consent of the Holders of the Series B Preference Stock 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 shares of Series B Preference Stock at the time outstanding.


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                  (b)      On matters requiring their consent, the Holders of Series B Preference Stock will be
entitled to one vote per share.

4.       Redemption

                  (a)      The Series B Preference Stock shall not be redeemable prior to September 30, 2010. On
or after that date, subject to the notice provisions set forth in Section 4(b) below and subject to any further
limitations which may be imposed by law, the Corporation may redeem the Series B Preference Stock, in whole or in
part, at any time or from time to time, out of funds legally available therefor, at a redemption price equal to
the Liquidation Preference per share plus an amount equal to the amount of the accrued and unpaid dividend
(whether or not declared) from the Dividend Payment Date immediately preceding the redemption date to but
excluding the redemption date, but without accumulation of unpaid dividends on the Series B Preference Stock for
prior dividend periods; provided, however that any redemption that would reduce the principal amount of the
Series B Preference Stock outstanding to $50 million or less in the aggregate would be restricted to a redemption
in whole only. If less than all of the outstanding shares of Series B Preference Stock are to be redeemed, the
Corporation will select the shares to be redeemed from the outstanding shares not previously called for
redemption by lot or pro rata (as nearly as possible) or by any other method that the Board in its sole
discretion deems equitable.

                  (b)      In the event the Corporation shall redeem any or all of the Series B Preference Stock
as aforesaid, the Corporation will give notice of any such redemption to Holders of Series B Preference Stock not
more than 60 nor less than 30 days prior to the date fixed by the Board for such redemption. Failure to give
notice to any Holder of Series B Preference Stock shall not affect the validity of the proceedings for the
redemption of shares of any other Holder of Series B Preference Stock being redeemed.

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

                  (d)      The Series B Preference Stock will not be subject to any mandatory redemption, sinking
fund or other similar provisions. In addition, Holders of Series B Preference Stock will have no right to require
redemption of any shares of Series B Preference Stock.

                  (e)      Any shares of Series B Preference Stock 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.


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                  (f)      If the Corporation shall deposit on or prior to any date fixed for redemption of
Series B Preference Stock, 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, a fund sufficient to redeem the 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 shares, the redemption price thereof, then from and after the date of such deposit (although prior to the
date fixed for redemption) such shares so called shall be deemed to be redeemed and dividends thereon shall cease
to accrue after said date fixed for redemption and such deposit shall be deemed to constitute full payment of
said shares to the Holders thereof and thereafter said shares shall no longer be deemed to be outstanding, and
the Holders thereof shall cease to be shareholders with respect to such 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 shares without interest.

                   (g)     Any moneys deposited by the Corporation pursuant to Section 4(f) 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.

5.       Rank

                  The Series B Preference Stock 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 B Preference Stock 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 B Preference Stock 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 B
Preference Stock with respect to payment of dividends and distribution of assets upon liquidation, dissolution
or winding up of the Corporation."


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                  IN WITNESS WHEREOF, the undersigned have executed this Certificate in Rosemead, California on
September 14, 2005.


                                                              /s/ Thomas M. Noonan
                                                              -----------------------------------------
                                                              Thomas M. Noonan
                                                              Senior Vice President and Chief Financial Officer


                                                              /s/ Mary C. Simpson
                                                              -----------------------------------------
                                                              Mary C. Simpson
                                                              Assistant Treasurer

                  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 September 14, 2005.


                                                              /s/ Thomas M. Noonan
                                                              ---------------------------------------
                                                              Thomas M. Noonan


                                                              /s/ Mary C. Simpson
                                                              ---------------------------------------
                                                              Mary C. Simpson