EXHIBIT 10.1 COMMERCIAL PAPER DEALER AGREEMENT

                                                                                              EXHIBIT 10.1

                                         COMMERCIAL PAPER DEALER AGREEMENT

                                                      between

                                   Southern California Edison Company, as Issuer

                                                        and

                                     Credit Suisse First Boston LLC, as Dealer

                      Concerning  Notes to be issued  pursuant to an Issuing and Paying Agency

                      Agreement  dated as of August 15, 2000  between the Issuer and  JPMorgan

                      Chase Bank, as Issuing and Paying Agent

                                                    Dated as of

                                                 September 8, 2004

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                                         Commercial Paper Dealer Agreement

                                                   4 (2) Program

      This agreement (the "Agreement") sets forth the understandings between the Issuer and the Dealer, each

      named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term

      promissory notes (the "Notes") through the Dealer.

      Certain terms used in this Agreement are defined in Section 6 hereof.

      The Addendum to this Agreement, and any Annexes or Exhibits described in this Agreement or such Addendum,

      are hereby incorporated into this Agreement and made fully a part hereof.

1.      Offers, Sales and Resales of Notes.

        1.1.      While (i) the Issuer has and shall have no obligation to sell the Notes to the Dealer or to permit the

                  Dealer to arrange any sale of the Notes for the account of the Issuer, and (ii) the Dealer has

                  and shall have no obligation to purchase the Notes from the Issuer or to arrange any sale of

                  the Notes for the account of the Issuer, the parties hereto agree that in any case where the

                  Dealer purchases Notes from the Issuer, or arranges for the sale of Notes by the Issuer, such

                  Notes will be purchased or sold by the Dealer in reliance on the representations, warranties,

                  covenants and agreements of the Issuer contained herein or made pursuant hereto and on the

                  terms and conditions and in the manner provided herein.

        1.2.      So long as this Agreement shall remain in effect, and in addition to the limitations contained in

                  Section 1.7 hereof, the Issuer shall not, without the consent of the Dealer, offer, solicit or

                  accept offers to purchase, or sell, any Notes except (a) in transactions with one or more

                  dealers which may from time to time after the date hereof become dealers with respect to the

                  Notes by executing with the Issuer one or more agreements which contain provisions substantially

                  identical to those contained in Section 1 of this Agreement, of which the Issuer hereby

                  undertakes to provide the Dealer prompt notice or (b) in transactions with the other dealers

                  listed on the Addendum hereto, which are executing agreements with the Issuer which contain

                  provisions substantially identical to Section 1 of this Agreement contemporaneously herewith.

                  In no event shall the Issuer offer, solicit or accept offers to purchase, or sell, any Notes

                  directly on its own behalf in transactions with persons other than broker-dealers as

                  specifically permitted in this Section 1.2.

        1.3.      The Notes shall be in a minimum denomination of $250,000 or integral multiples of $1,000 in excess

                  thereof, will bear such interest rates, if interest bearing, or will be sold at such discount

                  from their face amounts, as shall be agreed upon by the Dealer and the Issuer, shall have a

                  maturity not exceeding 365 days from the date of issuance and may have such terms as are

                  specified in Exhibit C hereto or the Private Placement Memorandum. The Notes shall not contain

                  any provision for extension, renewal or automatic "rollover."

        1.4.      The authentication and issuance of, and payment for, the Notes shall be effected in accordance with the

                  Issuing and Paying Agency Agreement, and the Notes shall be either individual physical

                  certificates or book-entry notes evidenced by one or more master notes (each, a "Master

                  Note") registered in the name of The Depository Trust Company ("DTC") or its nominee, in the

                  form or forms annexed to the Issuing and Paying Agency Agreement.

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        1.5.      If the Issuer and the Dealer shall agree on the terms of the purchase of any Note by the Dealer or the

                  sale of any Note arranged by the Dealer (including, but not limited to, agreement with respect

                  to the date of issue, purchase price, principal amount, maturity and interest rate or interest

                  rate index and margin (in the case of interest-bearing Notes) or discount thereof (in the case

                  of Notes issued on a discount basis), and appropriate compensation for the Dealer's services

                  hereunder) pursuant to this Agreement, the Issuer shall cause such Note to be issued and

                  delivered in accordance with the terms of the Issuing and Paying Agency Agreement and payment

                  for such Note shall be made by the purchaser thereof, either directly or through the Dealer, to

                  the Issuing and Paying Agent, for the account of the Issuer. Except as otherwise agreed, in the

                  event that the Dealer is acting as an agent and a purchaser shall either fail to accept

                  delivery of or make payment for a Note on the date fixed for settlement, the Dealer shall

                  promptly notify the Issuer, and if the Dealer has theretofore paid the Issuer for the Note, the

                  Issuer will promptly return such funds to the Dealer against its return of the Note to the

                  Issuer, in the case of a certificated Note, and upon notice of such failure in the case of a

                  book-entry Note. If such failure occurred for any reason other than default by the Dealer, the

                  Issuer shall reimburse the Dealer on an equitable basis for the Dealer's loss of the use of

                  such funds for the period such funds were credited to the Issuer's account.

        1.6.      The Dealer and the Issuer hereby establish and agree to observe the following procedures in connection

                  with offers, sales and subsequent resales or other transfers of the Notes:

                  (a) Offers and sales of the Notes by or through the Dealer shall be made only to: (i) investors

                      reasonably believed by the Dealer to be Qualified Institutional Buyers, Institutional

                      Accredited Investors or Sophisticated Individual Accredited Investors and (ii) non-bank

                      fiduciaries or agents that will be purchasing Notes for one or more accounts, each of which

                      is reasonably believed by the Dealer to be an Institutional Accredited Investor or

                      Sophisticated Individual Accredited Investor.

                  (b) Resales and other transfers of the Notes by the holders thereof shall be made only in

                      accordance with the restrictions in the legend described in clause (e) below.

                  (c) No general solicitation or general advertising shall be used in connection with the

                      offering of the Notes. Without limiting the generality of the foregoing, without the prior

                      written approval of the Dealer, the Issuer shall not issue any press release or place or

                      publish any "tombstone" or other advertisement relating to the Notes.

                  (d) No sale of Notes to any one purchaser shall be for less than $250,000 principal or face

                      amount, and no Note shall be issued in a smaller principal or face amount. If the purchaser

                      is a non-bank fiduciary acting on behalf of others, each person for whom such purchaser is

                      acting must purchase at least $250,000 principal or face amount of Notes.

                  (e) Offers and sales of the Notes by the Issuer through the Dealer acting as agent for the

                      Issuer shall be made in accordance with Rule 506 under the Securities Act, and shall be

                      subject to the restrictions described in the legend appearing on Exhibit A hereto. A legend

                      substantially to the effect of such Exhibit A shall appear as part of the Private Placement

                      Memorandum used in connection with offers and sales of Notes hereunder, as well as on each

                      individual certificate representing a Note and each Master Note representing book- entry

                      Notes offered and sold pursuant to this Agreement.

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                  (f) The Dealer shall furnish or shall have furnished to each purchaser of Notes for which it

                      has acted as the Dealer a copy of the then-current Private Placement Memorandum unless such

                      purchaser has previously received a copy of the Private Placement Memorandum as then in

                      effect. The Private Placement Memorandum shall expressly state that any person to whom

                      Notes are offered shall have an opportunity to ask questions of, and receive information

                      from, the Issuer and the Dealer and shall provide the names, addresses and telephone

                      numbers of the persons from whom information regarding the Issuer may be obtained.

                 (g)  The Issuer agrees, for the benefit of the Dealer and each of the holders and prospective purchasers from

                      time to time of the Notes that, if at any time the Issuer shall not be subject to Section

                      13 or 15(d) of the Exchange Act, the Issuer will furnish, upon request and at its expense,

                      to the Dealer and to holders and prospective purchasers of Notes information required by

                      Rule 144A(d)(4)(i) in compliance with Rule 144A(d).

                 (h)  In the event that any Note offered or to be offered by the Dealer would be ineligible for resale under

                      Rule 144A, the Issuer shall immediately notify the Dealer (by telephone, confirmed in

                      writing) of such fact and shall promptly prepare and deliver to the Dealer an amendment or

                      supplement to the Private Placement Memorandum describing the Notes that are ineligible,

                      the reason for such ineligibility and any other relevant information relating thereto.

                 (i)  The Issuer represents that it is not currently issuing commercial paper in the United States market in

                      reliance upon the exemption provided by Section 3(a)(3) of the Securities Act. The Issuer

                      agrees that, if it shall issue commercial paper after the date hereof in reliance upon such

                      exemption (a) the proceeds from the sale of the Notes will be segregated from the proceeds

                      of the sale of any such commercial paper by being placed in a separate account; (b) the

                      Issuer will institute appropriate corporate procedures to ensure that the offers and sales

                      of notes issued by the Issuer pursuant to the Section 3(a)(3) exemption are not integrated

                      with offerings and sales of Notes hereunder; and (c) the Issuer will comply with each of

                      the requirements of Section 3(a)(3) of the Securities Act in selling commercial paper or

                      other short-term debt securities other than the Notes in the United States.

        1.7.      The Issuer hereby represents and warrants to the Dealer, in connection with offers, sales and resales of

                  Notes, as follows:

                 (a)  The Issuer hereby confirms to the Dealer that (except as permitted by Section 1.6(i)) within the

                      preceding six months neither the Issuer nor any person other than the Dealer or the other

                      dealers referred to in Section 1.2 hereof acting on behalf of the Issuer has offered or

                      sold any Notes, or any substantially similar security of the Issuer (including, without

                      limitation, medium-term notes issued by the Issuer), to, or solicited offers to buy any

                      such security from, any person other than the Dealer or the other dealers referred to in

                      Section 1.2 hereof. The Issuer also agrees that (except as permitted by Section 1.6(i)), as

                      long as the Notes are being offered for sale by the Dealer and the other dealers referred

                      to in Section 1.2 hereof as contemplated hereby and until at least six months after the

                      offer of Notes hereunder has been terminated, neither the Issuer nor any person other than

                      the Dealer or the other dealers referred to in Section 1.2 hereof (except as contemplated

                      by Section 1.2 hereof) will offer the Notes or any substantially similar security of the

                      Issuer for sale to, or solicit offers to

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                      buy any such security from, any person other than the Dealer or the other dealers referred

                      to in Section 1.2 hereof, it being understood that such agreement is made with a view to

                      bringing the offer and sale of the Notes within the exemption provided by Section 4(2) of

                      the Securities Act and shall survive any termination of this Agreement. The Issuer hereby

                      represents and warrants that it has not taken or omitted to take, and will not take or omit

                      to take, any action that would cause the offering and sale of Notes hereunder to be

                      integrated with any other offering of securities, whether such offering is made by the

                      Issuer or some other party or parties.

                (b)   The Issuer represents and agrees that the proceeds of the sale of the Notes are not currently

                      contemplated to be used for the purpose of buying, carrying or trading securities within

                      the meaning of Regulation T and the interpretations thereunder by the Board of Governors of

                      the Federal Reserve System. In the event that the Issuer determines to use such proceeds

                      for the purpose of buying, carrying or trading securities, whether in connection with an

                      acquisition of another company or otherwise, the Issuer shall give the Dealer at least five

                      business days' prior written notice to that effect. The Issuer shall also give the Dealer

                      prompt notice of the actual date that it commences to purchase securities with the proceeds

                      of the Notes. Thereafter, in the event that the Dealer purchases Notes as principal and

                      does not resell such Notes on the day of such purchase, to the extent necessary to comply

                      with Regulation T and the interpretations thereunder, the Dealer will sell such Notes

                      either (i) only to offerees it reasonably believes to be Qualified Institutional Buyers or

                      to Qualified Institutional Buyers it reasonably believes are acting for other Qualified

                      Institutional Buyers, in each case in accordance with Rule 144A or (ii) in a manner which

                      would not cause a violation of Regulation T and the interpretations thereunder.

2.       Representations and Warranties of Issuer.

            The Issuer represents and warrants that:

         2.1.     The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the

                  jurisdiction of its incorporation and has all the requisite power and authority to execute,

                  deliver and perform its obligations under the Notes, this Agreement and the Issuing and Paying

                  Agency Agreement.

         2.2.     This Agreement and the Issuing and Paying Agency Agreement have been duly authorized, executed and

                  delivered by the Issuer and constitute legal, valid and binding obligations of the Issuer

                  enforceable against the Issuer in accordance with their terms, subject to applicable

                  bankruptcy, insolvency and similar laws affecting creditors' rights generally, and subject, as

                  to enforceability, to general principles of equity (regardless of whether enforcement is sought

                  in a proceeding in equity or at law).

         2.3.     The Notes have been duly authorized, and when issued as provided in the Issuing and Paying Agency

                  Agreement, will be duly and validly issued and will constitute legal, valid and binding

                  obligations of the Issuer enforceable against the Issuer in accordance with their terms,

                  subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights

                  generally, and subject, as to enforceability, to general principles of equity (regardless of

                  whether enforcement is sought in a proceeding in equity or at law).

         2.4.     The offer and sale of the Notes in the manner contemplated hereby do not require registration of the

                  Notes under the Securities Act, pursuant to the exemption from

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                  registration contained in Section 4(2) thereof, and no indenture in respect of the Notes is

                  required to be qualified under the Trust Indenture Act of 1939, as amended.

         2.5.     The Notes will rank at least pari passu with all other unsecured and unsubordinated indebtedness of the

                  Issuer.

         2.6.     No consent or action of, or filing or registration with, any governmental or public regulatory body or

                  authority, including the SEC, is required to authorize, or is otherwise required in connection

                  with the execution, delivery or performance of, this Agreement, the Notes or the Issuing and

                  Paying Agency Agreement, except as may be required by the securities or Blue Sky laws of the

                  various states in connection with the offer and sale of the Notes, and except that the Issuer

                  has obtained authorizations from the California Public Utilities Commission (the "CPUC") for

                  the issuance of short-term debt securities, including the Notes, and must file quarterly

                  reports with the CPUC as to new debt securities issued by the Issuer.

         2.7.     Neither the execution and delivery of this Agreement and the Issuing and Paying Agency Agreement, nor

                  the issuance of the Notes in accordance with the Issuing and Paying Agency Agreement, nor the

                  fulfillment of or compliance with the terms and provisions hereof or thereof by the Issuer,

                  will (i) result in the creation or imposition of any mortgage, lien, charge or encumbrance of

                  any nature whatsoever upon any of the properties or assets of the Issuer, or (ii) violate or

                  result in a breach or a default under any of the terms of the Issuer's charter documents or

                  by-laws, any contract or instrument to which the Issuer is a party or by which it or its

                  property is bound, or any law or regulation, or any order, writ, injunction or decree of any

                  court or government instrumentality, to which the Issuer is subject or by which it or its

                  property is bound, which breach or default might have a material adverse effect on the

                  condition (financial or otherwise), operations or business of the Issuer or the ability of the

                  Issuer to perform its obligations under this Agreement, the Notes or the Issuing and Paying

                  Agency Agreement.

         2.8.     Except as disclosed in any report filed by the Issuer under Section 13 or 15(d) of the Exchange Act,

                  there is no litigation or governmental proceeding pending, or to the knowledge of the Issuer

                  threatened, against or affecting the Issuer or any of its subsidiaries which might result in a

                  material adverse change in the condition (financial or otherwise), operations or business of

                  the Issuer or the ability of the Issuer to perform its obligations under this Agreement, the

                  Notes or the Issuing and Paying Agency Agreement.

         2.9.     The Issuer is not an "investment company" within the meaning of the Investment Company Act of 1940, as

                  amended.

         2.10.    Neither the Private Placement Memorandum nor the Company Information contains any untrue statement of a

                  material fact or omits to state a material fact required to be stated therein or necessary to

                  make the statements therein, in light of the circumstances under which they were made, not

                  misleading.

         2.11.    Each (a) issuance of Notes by the Issuer hereunder and (b) amendment or supplement of the Private

                  Placement Memorandum shall be deemed a representation and warranty by the Issuer to the Dealer,

                  as of the date thereof, that, both before and after giving effect to such issuance and after

                  giving effect to such amendment or supplement, (i) the

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                  representations and warranties given by the Issuer set forth in this Section 2 remain true and

                  correct on and as of such date as if made on and as of such date, (ii) in the case of an

                  issuance of Notes, the Notes being issued on such date have been duly and validly issued and

                  constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer

                  in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws

                  affecting creditors' rights generally and subject, as to enforceability, to general principles

                  of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and

                  (iii) in the case of an issuance of Notes, since the date of the most recent Private Placement

                  Memorandum, there has been no material adverse change in the condition (financial or

                  otherwise), operations or business of the Issuer which has not been disclosed to the Dealer in

                  writing.

3.       Covenants and Agreements of Issuer.

         The Issuer covenants and agrees that:

         3.1.     The Issuer will give the Dealer prompt notice (but in any event prior to any subsequent issuance of

                  Notes hereunder) of any amendment to, modification of or waiver with respect to, the Notes or

                  the Issuing and Paying Agency Agreement, including a complete copy of any such amendment,

                  modification or waiver.

         3.2.     The Issuer shall, whenever there shall occur any change in the Issuer's condition (financial or

                  otherwise), operations or business or any development or occurrence in relation to the Issuer

                  that would be material to holders of the Notes or potential holders of the Notes (including any

                  downgrading or receipt of any notice of intended or potential downgrading or any review for

                  potential change in the rating accorded any of the Issuer's securities by any nationally

                  recognized statistical rating organization which has published a rating of the Notes),

                  promptly, and in any event prior to any subsequent issuance of Notes hereunder, notify the

                  Dealer (by telephone, confirmed in writing) of such change, development or occurrence.

         3.3.     The Issuer shall from time to time furnish to the Dealer such information as the Dealer may reasonably

                  request, including, without limitation, any press releases or material provided by the Issuer

                  to any national securities exchange or rating agency, regarding (i) the Issuer's operations and

                  financial condition, (ii) the due authorization and execution of the Notes and (iii) the

                  Issuer's ability to pay the Notes as they mature.

         3.4.     The Issuer will take all such action as the Dealer may reasonably request to ensure that each offer and

                  each sale of the Notes will comply with any applicable state Blue Sky laws; provided, however,

                  that the Issuer shall not be obligated to file any general consent to service of process or to

                  qualify as a foreign corporation in any jurisdiction in which it is not so qualified or subject

                  itself to taxation in respect of doing business in any jurisdiction in which it is not

                  otherwise so subject.

         3.5.     The Issuer will not be in default of any of its obligations hereunder, under the Notes or under the

                  Issuing and Paying Agency Agreement, at any time that any of the Notes are outstanding.

         3.6.     The Issuer shall not issue Notes hereunder until the Dealer shall have received (a) an opinion of

                  counsel to the Issuer, addressed to the Dealer, satisfactory in form and substance to the

                  Dealer, (b) a copy of the executed Issuing and Paying Agency

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                  Agreement as then in effect, (c) a copy of resolutions adopted by the Board of Directors of the

                  Issuer, satisfactory in form and substance to the Dealer and certified by the Secretary or

                  similar officer of the Issuer authorizing execution and delivery by the Issuer of this

                  Agreement, the Issuing and Paying Agency Agreement and the Notes and consummation by the Issuer

                  of the transactions contemplated hereby and thereby, (d) prior to the issuance of any

                  book-entry Notes represented by a master note registered in the name of DTC or its nominee, a

                  copy of the executed Letter of Representations among the Issuer, the Issuing and Paying Agent

                  and DTC and of the executed master note, (e) prior to the issuance of any Notes in physical

                  form, a copy of such form (unless attached to this Agreement or the Issuing and Paying Agency

                  Agreement) and (f) such other certificates, opinions, letters and documents as the Dealer shall

                  have reasonably requested.

         3.7.     The Issuer shall reimburse the Dealer for all of the Dealer's out-of-pocket expenses related to this

                  Agreement, including expenses incurred in connection with its preparation and negotiation, and

                  the transactions contemplated hereby (including, but not limited to, the printing and

                  distribution of the Private Placement Memorandum and any advertising expense), and, if

                  applicable, for the reasonable fees and out-of-pocket expenses of the Dealer's counsel.

4.       Disclosure.

         4.1.     The Private Placement Memorandum and its contents (other than the Dealer Information) shall be the sole

                  responsibility of the Issuer. The Private Placement Memorandum shall contain a statement

                  expressly offering an opportunity for each prospective purchaser to ask questions of, and

                  receive answers from, the Issuer concerning the offering of Notes and to obtain relevant

                  additional information which the Issuer possesses or can acquire without unreasonable effort or

                  expense.

         4.2.     The Issuer agrees to promptly furnish the Dealer the Company Information as it becomes available.

         4.3.     (a) The Issuer further agrees to notify the Dealer promptly upon the occurrence of any event relating to

                  or affecting the Issuer that would cause the Company Information then in existence to include

                  an untrue statement of a material fact or to omit to state a material fact necessary in order

                  to make the statements contained therein, in light of the circumstances under which they are

                  made, not misleading.

                  (b) In the event that the Issuer gives the Dealer notice pursuant to Section 4.3(a) and the

                  Dealer notifies the Issuer that it then has Notes it is holding in inventory, the Issuer agrees

                  promptly to supplement or amend the Private Placement Memorandum so that the Private Placement

                  Memorandum, as amended or supplemented, shall not contain an untrue statement of a material

                  fact or omit to state a material fact necessary in order to make the statements therein, in

                  light of the circumstances under which they were made, not misleading, and the Issuer shall

                  make such supplement or amendment available to the Dealer.

                  (c) In the event that (i) the Issuer gives the Dealer notice pursuant to Section 4.3(a),

                  (ii) the Dealer does not notify the Issuer that it is then holding Notes in inventory and

                  (iii) the Issuer chooses not to promptly amend or supplement the Private Placement Memorandum in

                  the manner described in clause (b) above, then all solicitations and sales

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                  of Notes shall be suspended until such time as the Issuer has so amended or supplemented the

                  Private Placement Memorandum, and made such amendment or supplement available to the Dealer.

5.       Indemnification and Contribution.

         5.1.     The Issuer will indemnify and hold harmless the Dealer, each individual, corporation, partnership,

                  trust, association or other entity controlling the Dealer, any affiliate of the Dealer or any

                  such controlling entity and their respective directors, officers, employees, partners,

                  incorporators, shareholders, servants, trustees and agents (hereinafter the

                  "Indemnitees") against any and all liabilities, penalties, suits, causes of action, losses,

                  damages, claims, costs and expenses (including, without limitation, fees and disbursements of

                  counsel) or judgments of whatever kind or nature (each a "Claim"), imposed upon, incurred by or

                  asserted against the Indemnitees arising out of or based upon (i) any allegation that the

                  Private Placement Memorandum, the Company Information or any information provided by the Issuer

                  to the Dealer included (as of any relevant time) or includes an untrue statement of a material

                  fact or omitted (as of any relevant time) or omits to state any material fact necessary to make

                  the statements therein, in light of the circumstances under which they were made, not

                  misleading or (ii) arising out of or based upon the breach by the Issuer of any agreement,

                  covenant or representation made in or pursuant to this Agreement. This indemnification shall

                  not apply to the extent that the Claim arises out of or is based upon Dealer Information.

         5.2.     Provisions relating to claims made for indemnification under this Section 5 are set forth on Exhibit B

                  to this Agreement.

         5.3.     In order to provide for just and equitable contribution in circumstances in which the indemnification

                  provided for in this Section 5 is held to be unavailable or insufficient to hold harmless the

                  Indemnitees, although applicable in accordance with the terms of this Section 5, the Issuer

                  shall contribute to the aggregate costs incurred by the Dealer in connection with any Claim in

                  the proportion of the respective economic interests of the Issuer and the Dealer; provided,

                  however, such contribution by the Issuer shall be in an amount such that the aggregate costs