EXHIBIT 10.2 COMMERCIAL PAPER DEALER AGREEMENT 4(2) PROGRAM

                                                                                          EXHIBIT 10.2

                                         COMMERCIAL PAPER DEALER AGREEMENT

                                                   4(2) PROGRAM

                                                      between

                                   SOUTHERN CALIFORNIA EDISON COMPANY, as Issuer

                                                        and

                                          LEHMAN BROTHERS INC., 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

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                the Issuer for sale to, or solicit offers to 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 registration contained in Section 4(2)

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          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 representations and warranties given by the Issuer set forth

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          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), (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 and (iv) the Issuer is not in

          default of any of its obligations hereunder, under the Notes or the Issuing and Paying Agency

          Agreement.

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,

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          (b) a copy of the executed Issuing and Paying Agency 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), (f) confirmation of the then

          current rating assigned to the Notes by each nationally recognized statistical rating organization then

          rating the Notes, and (g) 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, 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

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