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

Exhibit 4.2

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AMENDED AND RESTATED DECLARATION

OF TRUST

SCE TRUST VIII

Dated as of May 13, 2024

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Table of Contents

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Table of Contents

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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

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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.

Unless the context otherwise requires:

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“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).

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“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.

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“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.

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“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.

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“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:

“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

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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.

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“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.

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

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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.

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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.

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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.

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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.

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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.

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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.

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SCE TRUST VIII
Southern California Edison Company
2244 Walnut Grove Avenue
Rosemead, California 91770
Attention: Corporate Governance
***@***

BNY Mellon Trust of Delaware
103 Bellevue Parkway
Wilmington, DE 19809
***@***

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

Southern California Edison Company
2244 Walnut Grove Avenue
Rosemead, California 91770
Attention: Corporate Governance
***@***

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

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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.

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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.

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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

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/s/ Natalia Woodward

Name: Natalia Woodward
Title:Administrative Trustee

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/s/ Michael A Henry

Name: Michael A. Henry

Title:Administrative Trustee

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BNY Mellon Trust of Delaware, as Delaware Trustee

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By:/s/ Dawn Plows

Name: Dawn Plows

Title: Agent

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

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By:/s/ Terence Rawlins

Name: Terence Rawlins

Title: Vice President

SOUTHERN CALIFORNIA EDISON COMPANY,
as Sponsor

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By:/s/ Natalia Woodward

Name:Natalia Woodward

Title:Vice President and Treasurer

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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

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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.

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(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.

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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

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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.

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(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

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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

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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

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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

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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.

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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.

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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.

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_______ _______ 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.

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

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______________________________
Name:
Title: Administrative Trustee

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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

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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)

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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.

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_______ _______ 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.

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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 _______, _______.

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_____________________________
Name:
Title: Administrative Trustee

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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

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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)