Common use of Counsel for the Underwriters Clause in Contracts

Counsel for the Underwriters. As discussed in the Registration Statement, from time to time Gxxxxx, Dxxx & Cxxxxxxx performs legal services for the Company and its subsidiaries relating to special matters. The Company and each Underwriter hereby consent to Gxxxxx, Dxxx & Cxxxxxxx acting as counsel for the Underwriters in connection with the offer and sale of the Securities. The Company and each Underwriter hereby agree that if any dispute should arise between the Company and any Underwriter with respect to or arising out of this Agreement or the offer and sale of the Securities, Gxxxxx, Dxxx & Cxxxxxxx would not represent either the Company or the Underwriters in connection with such dispute. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SOUTHERN CALIFORNIA EDISON COMPANY BY: ----------------------------------------- The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto.

Counsel for the Underwriters. As discussed in the Registration Statement, from time to time Gxxxxx, Dxxx & Cxxxxxxx performs legal services for the Company and its subsidiaries relating to special matters. The Company and each Underwriter hereby consent to Gxxxxx, Dxxx & Cxxxxxxx acting as counsel for the Underwriters in connection with the offer and sale of the Securities. The Company and each Underwriter hereby agree that if any dispute should arise between the Company and any Underwriter with respect to or arising out of this Agreement or the offer and sale of the Securities, Gxxxxx, Dxxx & Cxxxxxxx would not represent either the Company or the Underwriters in connection with such dispute. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SOUTHERN CALIFORNIA EDISON COMPANY BY: ----------------------------------------- ------------------------------- The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto.

Counsel for the Underwriters. As discussed in the Registration Statement, from time to time GxxxxxGibson, Dxxx Dunn & Cxxxxxxx performs legal services Crutcher XXX xxrfxxxx lexxx xxxxices for the Company and its subsidiaries relating to special matters. The Company and each Underwriter hereby consent to GxxxxxGibson, Dxxx Dunn & Cxxxxxxx acting as counsel for Crutcher XXX xxtixx xs cxxxxxx xor the Underwriters in connection with the offer and sale of the Securities. The Company and each Underwriter hereby agree that if any dispute should arise between the Company and any Underwriter with respect to or arising out of this Agreement or the offer and sale of the Securities, GxxxxxGibson, Dxxx Dunn & Cxxxxxxx would not represent Crutcher XXX xxulx xxt rxxxxxxxx either the Company or the Underwriters in connection with such dispute. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SOUTHERN CALIFORNIA EDISON COMPANY BY: ----------------------------------------- Mary C. Simpson -------------------------------- Mary C. Simpson Assistant Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto.

Counsel for the Underwriters. As discussed in the Registration Statement, from time to time GxxxxxXxxxxx, Dxxx Xxxx & Cxxxxxxx Xxxxxxxx LLP performs legal services for the Company and its subsidiaries relating to special matters. The Company and each Underwriter hereby consent to GxxxxxXxxxxx, Dxxx Xxxx & Cxxxxxxx Xxxxxxxx LLP acting as counsel for the Underwriters in connection with the offer and sale of the Securities. The Company and each Underwriter hereby agree that if any dispute should arise between the Company and any Underwriter with respect to or arising out of this Agreement or the offer and sale of the Securities, GxxxxxXxxxxx, Dxxx Xxxx & Cxxxxxxx Xxxxxxxx LLP would not represent either the Company or the Underwriters in connection with such dispute. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SOUTHERN CALIFORNIA EDISON COMPANY BY: ----------------------------------------- Xxxx X. Xxxxxxx --------------------------------- Xxxx X. Xxxxxxx Assistant Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto.

Counsel for the Underwriters. As discussed in the Registration Statement, from time to time GxxxxxXxxxxx, Dxxx Xxxx & Cxxxxxxx Xxxxxxxx LLP performs legal services for the Company and its subsidiaries relating to special matters. The Company and each Underwriter hereby consent to GxxxxxXxxxxx, Dxxx Xxxx & Cxxxxxxx Xxxxxxxx LLP acting as counsel for the Underwriters in connection with the offer and sale of the Securities. The Company and each Underwriter hereby agree that if any dispute should arise between the Company and any Underwriter with respect to or arising out of this Agreement or the offer and sale of the Securities, GxxxxxXxxxxx, Dxxx Xxxx & Cxxxxxxx Xxxxxxxx LLP would not represent either the Company or the Underwriters in connection with such dispute. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SOUTHERN CALIFORNIA EDISON COMPANY BY: ----------------------------------------- Xxxx X. Xxxxxxx -------------------------------- Xxxx X. Xxxxxxx Assistant Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto. BY XXXXXXX XXXXX BARNEY INC.

Counsel for the Underwriters. As discussed in the Registration Statement, from time to time GxxxxxXxxxxx, Dxxx Xxxx & Cxxxxxxx Xxxxxxxx LLP performs legal services for the Company and its subsidiaries relating to special matters. The Company and each Underwriter hereby consent to GxxxxxXxxxxx, Dxxx Xxxx & Cxxxxxxx Xxxxxxxx LLP acting as counsel for the Underwriters in connection with the offer and sale of the Securities. The Company and each Underwriter hereby agree that if any dispute should arise between the Company and any Underwriter with respect to or arising out of this Agreement or the offer and sale of the Securities, GxxxxxXxxxxx, Dxxx Xxxx & Cxxxxxxx Xxxxxxxx LLP would not represent either the Company or the Underwriters in connection with such dispute. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SOUTHERN CALIFORNIA EDISON COMPANY BY: ----------------------------------------- Xxxx X. Xxxxxxx -------------------------------------------- Assistant Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto. BY: XXXXXXX XXXXX XXXXXX INC.