Obbligazione SouthCal Edison 6.25% ( US842400FU26 ) in USD

SouthCal Edison

100 USD ⇌

Stati Uniti

US842400FU26 ( in USD )

6.25% per anno ( pagato 4 volte l'anno)

perpetue

Prospetto opuscolo dell'obbligazione Southern California Edison US842400FU26 en USD 6.25%, scadenza perpetue

1 000 USD

350 000 000 USD

842400FU2

BB ( Non-investment grade speculative )

01/02/2026 ( In 51 giorni )

Southern California Edison è una delle maggiori compagnie di fornitura di elettricità negli Stati Uniti, operante principalmente nel sud della California.

The Obbligazione issued by SouthCal Edison ( United States ) , in USD, with the ISIN code US842400FU26, pays a coupon of 6.25% per year.
The coupons are paid 4 times per year and the Obbligazione maturity is perpetue
The Obbligazione issued by SouthCal Edison ( United States ) , in USD, with the ISIN code US842400FU26, was rated BB ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

Prospectus Supplement
424B5 1 d247365d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-161379

CALCULATION OF REGISTRATION FEE

Maximum
Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee(1)
Series E Preference Stock

$250,000,000

$28,650.00

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.

Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-161379

PROSPECTUS SUPPLEMENT
(To Prospectus dated August 14, 2009)

Southern California Edison Company
250,000 Shares
Series E Preference Stock
(Cumulative, $1,000 Liquidation Value)

We are offering 250,000 shares of our Series E Preference Stock, which we refer to as the "shares."

We will pay dividends on the shares when, as, and if declared by our board of directors or a duly authorized committee of the board.
Dividends on the shares will accrue and be payable from the date of issuance to, but excluding, February 1, 2022 at a rate of 6.250% per annum,
payable semi-annually, in arrears, on February 1 and August 1 of each year, beginning on August 1, 2012 and ending on February 1, 2022. From
and including February 1, 2022, we will pay dividends when, as and if declared by our board or such committee in a floating rate equal to the
three-month LIBOR plus a spread of 4.199% per annum, payable quarterly, in arrears, on February 1, May 1, August 1 and November 1 of each
year. Dividends on the shares are cumulative from the date of issue.

At any time, or from time to time, on or after February 1, 2022 we may, at our option, in whole or in part, redeem the shares at a price of
$1,000 per share plus accrued and unpaid dividends, if any. The shares will rank equally with other series of our preference stock, junior to our
cumulative preferred stock and senior to our common stock. As long as any shares are outstanding, we do not intend to issue any shares of capital
stock ranking senior to the shares with respect to payment of dividends and distribution of our assets upon our liquidation, dissolution or winding
up. The shares will not have any voting rights, except as set forth under "Certain Terms of the Shares--Voting Rights."

Investing in the shares involves risks. See "Risk Factors" beginning on page S-6.

We will not apply to list the shares on any securities exchange or to include the shares in any automated quotation system.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the related prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Per Share
Total

Public offering price(1)

$1,000.00
$250,000,000
Underwriting discounts and commissions

$
15.00
$
3,750,000
Proceeds to us before expenses

$ 985.00
$246,250,000

(1)
Plus accrued dividends, if any, from January 17, 2012.

The underwriters expect that the shares will be delivered in global form through the book-entry delivery system of The Depository Trust
Company on or about January 17, 2012.

Joint Book-Running Managers

Barclays Capital
J.P. Morgan

Morgan Stanley
The Williams Capital Group, L.P.

Co-Managers
CastleOak Securities, L.P.

Ramirez & Co., Inc.
MFR Securities, Inc.

SL Hare Capital, Inc.
January 11, 2012
Table of Contents
We are responsible for the information contained and incorporated by reference in this prospectus supplement and the
accompanying prospectus and in any related free writing prospectus we prepare or authorize. We have not authorized anyone to give you
any other information, and we take no responsibility for any other information that others may give you. Neither we nor the underwriters
are making an offer to sell the shares in any jurisdiction where the offer or sale is not permitted. You should assume that the information
appearing in this prospectus supplement, the accompanying prospectus, any such free writing prospectus and the documents incorporated
by reference herein and therein is accurate only as of their respective dates. Our business, financial condition, results of operations and
prospects may have changed since those dates.

TABLE OF CONTENTS

Prospectus Supplement

Page
About This Prospectus Supplement
S-1
Forward-Looking Statements
S-1
Summary
S-3
Risk Factors
S-6
Use of Proceeds
S-7
Ratio of Earnings to Fixed Charges and Preferred Equity Dividends
S-7
Certain Terms of the Shares
S-8
Underwriting
S-14
Legal Matters
S-16
Prospectus

About This Prospectus

1
Forward-Looking Statements

1
Southern California Edison Company

1
Use of Proceeds

2
Ratio of Earnings to Fixed Charges and Preferred Equity Dividends

2
Description of the Securities

2
Description of the First Mortgage Bonds

3
Description of the Debt Securities

7
Description of the Preferred Stock and Preference Stock

19
Experts

22
Validity of the Securities

22
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Where You Can Find More Information

22
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the shares we are offering
and certain other matters about us and our financial condition. The second part, the base prospectus, provides general information about the
preference stock and other securities that we may offer from time to time, some of which may not apply to the shares we are offering hereby.
Generally, when we refer to the prospectus, we are referring to both parts of this document combined. If the description of the shares varies
between this prospectus supplement and the accompanying base prospectus, you should rely on the information in this prospectus supplement.

References in this prospectus to "Southern California Edison," "we," "us," and "our" mean Southern California Edison Company, a
California corporation. In this prospectus, we refer to the shares of Series E Preference Stock which are offered hereby as the "shares." We refer to
our cumulative preferred stock as "preferred stock." We refer to our preferred stock and preference stock together as "preferred equity."

FORWARD-LOOKING STATEMENTS

This prospectus and the documents they incorporate by reference contain "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements reflect our current expectations and projections about future events based on
our knowledge of present facts and circumstances and assumptions about future events and include any statement that does not directly relate to a
historical or current fact. In this prospectus and elsewhere, the words "expects," "believes," "anticipates," "estimates," "projects," "intends,"
"plans," "probable," "may," "will," "could," "would," "should," and variations of such words and similar expressions, or discussions of strategy or
of plans, are intended to identify forward-looking statements. Such statements necessarily involve risks and uncertainties that could cause actual
results to differ materially from those anticipated. Some of the risks, uncertainties and other important factors that could cause results to differ from
those currently expected, or that otherwise could impact us, include, but are not limited to:

· our ability to recover costs in a timely manner from our customers through regulated rates;

· decisions and other actions by the California Public Utilities Commission, the Federal Energy Regulatory Commission and other

regulatory authorities, and delays in regulatory actions;

· possible customer bypass or departure due to technological advancements or cumulative rate impacts that make self-generation or use of

alternative energy sources economically viable;

· risks associated with operating nuclear and other power generating facilities, including operating risks; nuclear fuel storage issues;

failure, availability, efficiency, output, cost of repairs and retrofits, in each case of equipment; and availability and cost of spare parts;

· environmental laws and regulations, both at the state and federal levels, or changes in the application of those laws, that could require

additional expenditures or otherwise affect the cost and manner of doing business;

· the cost of capital and the ability to borrow funds and access capital markets on reasonable terms;

· the cost and availability of electricity including the ability to procure sufficient resources to meet expected customer needs in the event of

significant counterparty defaults under power-purchase agreements;

· changes in the fair value of investments and other assets;

· changes in interest rates and rates of inflation, including those rates which may be adjusted by public utility regulators;

S-1
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· governmental, statutory, regulatory or administrative changes or initiatives affecting the electricity industry, including the market

structure rules applicable to each market and price mitigation strategies adopted by Independent System Operators and Regional
Transmission Organizations;

· availability and creditworthiness of counterparties and the resulting effects on liquidity in the power and fuel markets and/or the ability of

counterparties to pay amounts owed in excess of collateral provided in support of their obligations;

· the cost and availability of labor, equipment and materials;

· our ability to obtain sufficient insurance, including insurance relating to our nuclear facilities and wildfire-related liability, and to

recover the costs of such insurance;

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· our ability to recover uninsured losses in connection with wildfire-related liability;

· effects of legal proceedings, changes in or interpretations of tax laws, rates or policies, and changes in accounting standards;

· potential for penalties or disallowances caused by non-compliance with applicable laws and regulations;

· the cost and availability of coal, natural gas, fuel oil, and nuclear fuel, and related transportation to the extent not recovered through

regulated rate cost escalation provisions or balancing accounts;

· the cost and availability of emission credits or allowances for emission credits;

· transmission congestion in and to each market area and the resulting differences in prices between delivery points;

· our ability to provide sufficient collateral in support of hedging activities and power and fuel purchased;

· weather conditions and natural disasters;

· the risks inherent in the development of generation projects and transmission and distribution infrastructure replacement and expansion

including those related to project site identification, construction, permitting, and governmental approvals; and

· risks that competing transmission systems will be built by merchant transmission providers in SCE's territory.

Additional information about risks and uncertainties, including more detail about the factors described above, is included in our Annual
Report on Form 10-K for the year ended December 31, 2010, and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed
subsequent to that date. Forward-looking statements speak only as of the date they are made and we are not obligated to publicly update or revise
forward-looking statements.

S-2
Table of Contents
SUMMARY

The following summary is qualified in its entirety by and should be read together with the more detailed information and audited financial
statements, including the related notes, contained or incorporated by reference in this prospectus.

Southern California Edison Company

Southern California Edison is an investor-owned electric utility company primarily engaged in the business of supplying electricity to a
50,000 square mile service area in coastal, central, and southern California, excluding the City of Los Angeles and certain other cities. We own and
operate transmission and distribution facilities and hydroelectric, coal, natural gas, and nuclear power plants for the purpose of serving our
customers' electricity needs. In addition to power provided from our own generating resources, we procure power from a variety of sources
including other utilities, merchant generators, and other non-utility generators. Based in Rosemead, California, Southern California Edison was
incorporated in California in 1909, and had assets of $38.1 billion as of September 30, 2011.

Southern California Edison is a subsidiary of Edison International, a holding company with subsidiaries involved in both electric utility and
non-electric utility businesses. The mailing address and telephone number of our principal executive offices are P.O. Box 800, Rosemead, CA
91770 and (626) 302-1212.

S-3
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The Offering

Issuer
Southern California Edison Company, a California corporation.

Securities Offered
250,000 shares of Series E Preference Stock (Cumulative, $1,000 Liquidation Value).

Ranking
The shares will rank equally with other series of preference stock, junior to our preferred
stock and senior to our common stock.

Dividends
We will pay dividends on the shares when, as, and if declared by our board of directors or a
duly authorized committee of the board. Dividends on the shares will accrue and be payable
from the date of issuance to, but excluding, February 1, 2022 at a rate of 6.250% per
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annum, payable semi-annually, in arrears, on February 1 and August 1 of each year,
beginning on August 1, 2012 and ending on February 1, 2022. From and including
February 1, 2022, we will pay dividends when, as and if declared by our board or such
committee in a floating rate equal to the three-month LIBOR plus a spread of 4.199% per
annum, payable quarterly, in arrears, on February 1, May 1, August 1 and November 1 of
each year. Dividends on the shares are cumulative from the date of issue. See "Certain
Terms of the Shares--Dividends."

Liquidation Preference
If we liquidate, dissolve or wind up, then the holders of the shares outstanding at such time
will be entitled to receive $1,000 per share, plus an amount equal to accrued and unpaid
dividends, if any, before any distribution of assets is made to holders of our common stock.

Redemption
We may not redeem the shares prior to February 1, 2022. At any time, or from time to
time, on or after February 1, 2022, we may, at our option, redeem the shares, in whole or in
part, at a price of $1,000 per share plus accrued and unpaid dividends to the redemption
date, if any; provided, however, that any redemption that would reduce the principal
amount of the shares outstanding to $50 million or less in the aggregate would be restricted
to a redemption in whole only. There will be no sinking fund for the redemption or
purchase of the shares. Holders of the shares will have no right to require the redemption of
the shares.

Maturity
The shares do not have any maturity date, and we are not required to redeem the shares. In
addition, we are not required to set aside funds to redeem the shares. Accordingly, the
shares will remain outstanding indefinitely unless we decide to redeem them.

Voting Rights
Holders of the shares will only be entitled to the voting rights provided in the certificate of
determination of preferences establishing our Series E Preference Stock and as required by
California law. See "Certain Terms of the Shares--Voting Rights."

S-4
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Issuance of Senior Shares
As long as any shares are outstanding, we do not intend to issue any shares of capital stock
ranking senior to the shares with respect to payment of dividends and distribution of our
assets upon our liquidation, dissolution or winding up.

No Conversion Rights
The shares will not be convertible into shares of any other class or series of our capital
stock or any other security.

Use of Proceeds
We intend to use the net proceeds from the sale of the shares to either repay commercial
paper borrowings or for general corporate purposes.

Listing
The shares will not be listed on any securities exchange or included in any quotation
system.

Tax Treatment
The shares are generally eligible for the dividend-received deduction (DRD) as long as we
have current or accumulated earnings and profits, subject to applicable limitations. Each
investor should consult its tax advisor regarding the availability of the DRD in light of its
particular circumstances.

Transfer Agent, Registrar and Paying Agent
Wells Fargo Bank, N.A.

Calculation Agent
Wells Fargo Bank, N.A., or another firm appointed by us.

S-5
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RISK FACTORS
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Investing in the shares involves risk. You should be aware of and carefully consider the following risk factors and the risk factors included in
our Annual Report on Form 10-K for the year ended December 31, 2010 and in subsequent Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K, each filed with the Securities and Exchange Commission. You should also read and consider all of the other information provided or
incorporated by reference in this prospectus supplement and the related base prospectus before deciding whether or not to purchase any of the
shares. See "Forward-Looking Statements" in this prospectus supplement and "Where You Can Find More Information" in the base prospectus.

You may be unable to sell your shares if a trading market for the shares does not develop.

The shares will be new securities for which there is currently no established trading market, and none may develop. We do not intend to
apply for listing of the shares on any securities exchange or for quotation on any automated dealer quotation system. The liquidity of any market
for the shares will depend on the number of holders of the shares, the interest of securities dealers in making a market in the shares, and other
factors. Accordingly, we cannot assure you as to the development or liquidity of any market for the shares. If an active trading market does not
develop, the market price and liquidity of the shares may be adversely affected. If the shares are traded, they may trade at a discount from their
initial offering price depending upon prevailing interest rates, the market for similar securities, general economic conditions, our performance and
business prospects, and certain other factors.

Holders of the shares have limited voting rights.

The holders of the shares will not possess any voting rights, except in certain limited circumstances. Accordingly, the shares may have no
voting rights with respect to certain matters upon which a holder of our common stock or preferred stock may be entitled to vote. See "Certain
Terms of the Shares--Voting Rights."

The shares are subordinated to our outstanding indebtedness and to our outstanding shares of preferred stock.

The holders of indebtedness and the holders of our shares of preferred stock will have prior rights with respect to any proceeds distributed in
connection with any insolvency, liquidation, reorganization, dissolution or other winding up of Southern California Edison. This may have the
effect of reducing the amount of proceeds in connection with any insolvency, liquidation, reorganization or other winding up of Southern California
Edison paid to you as a holder of the shares. In addition, the shares of preferred stock will have prior rights with respect to the payment of
dividends.

Rating agencies may change rating methodologies.

The rating agencies that currently or may in the future publish a rating for Southern California Edison or the shares may from time to time in
the future change the methodologies that they use for analyzing securities with features similar to the shares. This may include, for example,
changes to the relationship between ratings assigned to an issuer's senior securities and ratings assigned to securities with features similar to the
shares, which is sometimes called "notching." If the rating agencies change their practices for rating these securities in the future, and the ratings of
the shares are subsequently lowered or "notched" further, the trading price of the shares could be negatively affected.

S-6
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USE OF PROCEEDS

We intend to use the net proceeds from the sale of the shares to either repay commercial paper borrowings or for general corporate purposes.
The current weighted average interest rate of our commercial paper borrowings is 0.37%.

RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED EQUITY DIVIDENDS

The information in this section adds to the information in the "Ratio of Earnings to Fixed Charges and Preferred Equity Dividends" section of
the accompanying base prospectus, and you should read these two sections together. The following table sets forth the ratio of earnings to fixed
charges and preferred equity dividends, and the ratio of earnings to fixed charges, in each case for the twelve-month periods ended December 31,
2008, 2009 and 2010, for the nine-month periods ended September 30, 2010 and 2011, and for the twelve-month period ended September 30,
2011.

Year Ended
Nine Months Ended
Twelve Months

December 31,

September 30,(1)

Ended
September 30,

2008
2009
2010
2010
2011
2011

Ratio of Earnings to Combined Fixed Charges and Preferred Equity
Dividends

2.92
3.71
3.57
3.81
3.83

3.58
Ratio of Earnings to Fixed Charges

3.42
4.30
4.10
4.41
4.51

4.20

(1)
Due to seasonal variations in the demand for energy, operating results for the nine months ended September 30 in any given year do not
necessarily indicate operating results for the entire year.
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CERTAIN TERMS OF THE SHARES

The following description of the particular terms of the shares supplements the description of the general terms and provisions of the
preference stock in the accompanying prospectus. The following description is a summary and it does not describe every aspect of the shares. Our
restated articles of incorporation and a certificate of determination of preferences relating to the shares, which have been or will be filed as an
exhibit to the registration statement of which this prospectus supplement is a part and which is incorporated by reference in this prospectus
supplement, contain the full legal text of the matters described in this section. This summary is qualified by the restated articles of incorporation
and the certificate of determination relating to the shares. Therefore, you should read carefully the detailed provisions of the restated articles of
incorporation, as amended, and the certificate of determination relating to the shares.

Dividends

Dividends on the shares are cumulative from the date of issue. Holders of shares will be entitled to receive, when, as, and if declared by our
board of directors or a duly authorized committee of the board, out of assets legally available for the payment of dividends under California law,
cumulative cash dividends based on the liquidation preference of the shares at a rate equal to (1) 6.250% per annum for each semi-annual dividend
period from the issue date of the shares to, but excluding, February 1, 2022 (the "Fixed Rate Period"), and (2) three-month LIBOR plus a spread of
4.199% per annum, for each quarterly dividend period from February 1, 2022 through the redemption date of the shares, if any (the "Floating Rate
Period"). We may reopen this series and issue additional shares of Series E Preference Stock either through public or private sale at any time after
the original issue date.

If declared by our board of directors or a duly authorized committee of our board, during the Fixed Rate Period, we will pay dividends on the
shares semi-annually, in arrears, on February 1 and August 1 of each year, beginning on August 1, 2012 and ending on February 1, 2022, and
during the Floating Rate Period, we will pay dividends on the shares quarterly, in arrears, on February 1, May 1, August 1 and November 1 of each
year, beginning on May 1, 2022, each such date, referred to as a dividend payment date. If any date on which dividends would otherwise be payable
is not a business day, then the dividend payment date will be the next business day without any adjustment to the amount of dividends paid. A
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.

Dividends will be payable to holders of record of shares on the applicable record date, which shall be a date not exceeding 60 days before the
applicable payment date as shall be fixed by our board of directors or a duly authorized committee of our board. No interest, or sum of money in
lieu of interest, will be payable in respect of any dividend payments on the Series E Preference Stock which may be deferred or in arrears.

A dividend period is the period from and including a dividend payment date to but excluding the next dividend payment date, except that the
initial dividend period will commence on and include the original issue date of the shares. Dividends payable on the shares for the Fixed Rate
Period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends payable on the shares for the Floating Rate
Period will be computed based on the actual number of days in a dividend period and a 360-day year. Dollar amounts resulting from that
calculation will be rounded to the nearest cent, with one-half cent being rounded upward. Dividends on the shares will cease to accrue on the
redemption date, if any, as described below under "--Redemption," unless we default in the payment of the redemption price of the shares called
for redemption.

The dividend rate for each dividend period in the Floating Rate Period will be determined by the calculation agent using three-month LIBOR
as in effect on the second London banking day prior to the beginning of the dividend period, which date is the "dividend determination date" for
the dividend period. The calculation agent then will add three-month LIBOR as determined on the dividend determination date and the applicable
spread. Absent manifest error, the calculation agent's determination of the dividend rate for a dividend period for the

S-8
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shares will be binding and conclusive on you, the transfer agent, and us. A "London banking day" is any day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market. The term "three-month LIBOR" means the London interbank offered rate for deposits in
U.S. dollars having an index maturity of three months in amounts of at least $1,000,000, as that rate appears on Reuters screen page "LIBOR01" at
approximately 11:00 a.m., London time, on the relevant dividend determination date. If no offered rate appears on Reuters screen page "LIBOR01"
on the relevant dividend determination date at approximately 11:00 a.m., London time, then the calculation agent, after consultation with us, will
select four major banks in the London interbank market and will request each of their principal London offices to provide a quotation of the rate at
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which three-month deposits in U.S. dollars in amounts of at least $1,000,000 are offered by it to prime banks in the London interbank market, on
that date and at that time, that is representative of single transactions at that time. If at least two quotations are provided, three-month LIBOR will
be the arithmetic average (rounded upward if necessary to the nearest .00001 of 1%) of the quotations provided. Otherwise, the calculation agent
will select three major banks in New York City and will request each of them to provide a quotation of the rate offered by it at approximately
11:00 a.m., New York City time, on the dividend determination date for loans in U.S. dollars to leading European banks having an index maturity
of three months for the applicable dividend period in an amount of at least $1,000,000 that is representative of single transactions at that time. If
three quotations are provided, three-month LIBOR will be the arithmetic average (rounded upward if necessary to the nearest .00001 of 1%) of the
quotations provided. Otherwise, three-month LIBOR for the next dividend period will be equal to three-month LIBOR in effect for the then-
current dividend period.

The shares will rank senior to our common stock with respect to the payment of dividends to the extent provided in the certificate of
determination. As a result, unless dividends have been declared and paid or set apart on the shares for the then-current quarterly dividend period
and all past quarterly dividend periods, no dividend may be declared or paid or set apart for payment on our common stock (or on any of our other
equity securities that we may issue in the future ranking, as to the payment of dividends, junior to the shares), other than dividends or distributions
paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, our common stock or any of our other stock ranking junior
to the shares as to the payment of dividends and the distribution of assets upon our dissolution, liquidation or winding up.

Our board of directors, or a duly authorized committee thereof, may, in its discretion, choose to pay dividends on the shares without the
payment of any dividends on our common stock (or any of our other stock ranking, as to the payment of dividends, junior to the shares). No
dividends may be declared or paid or set apart for payment on any shares if at the same time any arrears exist or default exists in the payment of
dividends on any outstanding series of our preferred stock.

Ranking

The shares will rank junior to our preferred stock with respect to payment of dividends and distribution of our assets upon our liquidation,
dissolution or winding up. We currently have 4,800,198 shares ($120 million aggregate par value) of cumulative preferred stock outstanding.

The shares will rank senior to our common stock, and to any other of our equity securities that we may issue in the future that by their terms
rank junior to the shares, with respect to payment of dividends and distribution of our assets upon our liquidation, dissolution or winding up.

The shares will rank equally with any other shares of preference stock and with any of our other equity securities that we may issue in the
future, the terms of which provide that such shares or securities will rank equally with respect to payment of dividends and distribution of our
assets upon our liquidation, dissolution or winding up.

S-9
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Redemption

We may not redeem the shares prior to February 1, 2022. At any time or from time to time on or after February 1, 2022 we may, at our
option, redeem the shares, in whole or in part, upon not less than 30 nor more than 60 days' notice, at a price of $1,000 per share plus accrued and
unpaid dividends to the redemption date, if any; provided, however, that any redemption that would reduce the principal amount of the shares
outstanding to $50 million or less in the aggregate would be restricted to a redemption in whole only. If we choose to redeem less than all the
shares, we will either determine the shares to be redeemed by lot or pro rata. Once proper notice has been given, from and after the redemption
date, dividends on the shares called for redemption will cease to accrue and such shares called for redemption will no longer be deemed
outstanding, and all rights of the holders thereof will cease.

There will be no sinking fund for the redemption or purchase of the shares. Holders of the shares will have no right to require the redemption
of the shares.

Voting Rights

The shares will have no voting rights except as set forth below or as otherwise provided by California law.

The holders of the shares are entitled to vote as a separate class with any other outstanding series of preference stock, or as series within the
class, on certain matters affecting their interests. The affirmative vote or written consent of the holders of at least a majority of the shares of the
affected class or series is required to:

· amend the articles of incorporation to adversely change certain basic terms of the shares with respect to dividends, redemption,

liquidation, conversion, voting or priority; or

· authorize, create or increase in amount any class of stock ranking senior to the shares with respect to payment of dividends and

distribution of our assets upon our liquidation, dissolution or winding up.

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Prospectus Supplement
However, such vote or consent of the holders of preference stock will not be required if, at or prior to the time when any of the actions
mentioned above takes place, all of the preference stock the consent of which would otherwise be required is redeemed in accordance with the
articles of incorporation. On matters requiring their consent, holders of the shares will be entitled to one vote per share.

We may create and issue a new series of preference stock, or create a new class of shares that ranks equally with the shares with respect to
payment of dividends and distribution of our assets upon our liquidation, dissolution or winding up, without the consent of the holders of the shares.
We may in the future seek to increase the number of authorized shares of preference stock, which would require the affirmative vote or written
consent of at least a majority of the outstanding shares of preference stock.

Maturity

The shares do not have a maturity date, and we are not required to redeem the shares. In addition, we are not required to set aside funds to
redeem the shares. Accordingly, the shares will remain outstanding indefinitely unless we decide to redeem them.

Liquidation Preference

Upon any voluntary or involuntary liquidation, dissolution or winding up of our company, each holder of the shares will be entitled to
payment, out of our assets available for distribution to the holders of preference stock following the satisfaction of all claims ranking senior to the
shares, of an amount equal to the $1,000 liquidation preference per share held by that holder. In addition, such holder will be entitled to payment of
an amount equal to all accrued and unpaid dividends, if any, on those shares to, but excluding, the date of liquidation, dissolution or winding up.
The holders of the shares are entitled to these payments before any

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distribution is made on any junior stock, including our common stock. After payment in full of the liquidation preference and the amount equal to
all accrued and unpaid dividends to which holders of the shares are entitled, the holders will not be entitled to any further participation in any
distribution of our assets.

If upon any voluntary or involuntary liquidation, dissolution or winding up of our company, the amounts payable with respect to the shares
and any other outstanding series of preference stock ranking on a parity with the shares are not paid in full, then the holders of the shares and the
holders of the parity stock will share equally and ratably in any distribution of our assets in proportion to the full distributable amounts to which
each such holder is entitled. The shares will rank junior to 4,800,198 shares ($120 million aggregate par value) of our cumulative preferred stock,
which have a liquidation preference equal to $25 per share plus an amount equal to all accrued and unpaid dividends to the date of liquidation.

Neither the sale, conveyance, exchange or transfer, for cash, shares of stock, securities or other consideration, of all or substantially all of our
property or assets nor the consolidation, merger or amalgamation of our company with or into any other entity or the consolidation, merger or
amalgamation of any other entity with or into our company will be deemed to be a voluntary or involuntary liquidation, dissolution or winding up
of our company.

Issuance of Senior Shares

As long as any shares are outstanding, we do not intend to issue any shares of capital stock ranking senior to the shares with respect to
payment of dividends and distribution of our assets upon our liquidation, dissolution or winding up.

Conversion Rights

The shares will not be convertible into shares of any other class or series of our capital stock or any other security.

No Sinking Fund

There will be no provisions for any maintenance or sinking funds for any of the shares.

Transfer Agent, Registrar and Paying Agent

Wells Fargo Bank, N.A. will be the transfer agent, registrar and paying agent for the shares.

Calculation Agent

Wells Fargo Bank, N.A., or any other firm appointed by us, will be the calculation agent for the shares.

Book-Entry, Delivery, and Form

The Depository Trust Company ("DTC") will act as the initial securities depository for the shares. The shares will be issued only as fully
registered securities registered in the name of Cede & Co., DTC's nominee, or such other name as may be requested by an authorized
representative of DTC.

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Prospectus Supplement
DTC has advised us that: DTC is a limited purpose trust company organized under the New York Banking Law a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the
New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act
of 1934, as amended. DTC holds and provides asset servicing for over 2 million issues of U.S. and non-U.S. equity issues,

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corporate and municipal debt issues and money market instruments from over 85 countries that DTC's participants ("Direct Participants") deposit
with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities,
through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical
movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation
("DTCC"). DTCC, in turn, is owned by a number of Direct Participants of DTC and members of the National Securities Clearing Corporation,
Government Securities Clearing Corporation, MBS Clearing Corporation and Emerging Markets Clearing Corporation (NSCC, GSCC, MBSCC
and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC and the Financial
Industry Regulatory Authority, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and
dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either
directly or indirectly ("Indirect Participants"). DTC has Standard & Poor's highest rating: AAA. The DTC rules applicable to its Direct and
Indirect Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

Purchases of shares under the DTC system must be made by or through Direct Participants, which will receive a credit for the shares on
DTC's records. The ownership interest of each actual purchaser of shares ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners, however, are
expected to receive written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the Direct or
Indirect Participants through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the shares are to be
accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not
receive certificates representing their ownership interests in shares, except in the event that use of the book-entry system for the shares is
discontinued.

To facilitate subsequent transfers, all shares deposited by Direct Participants with DTC is registered in the name of DTC's partnership
nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of shares with DTC and their
registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of
the actual Beneficial Owners of the shares; DTC's records reflect only the identity of the Direct Participants to whose accounts such shares are
credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their
holdings on behalf of their customers.

Redemption notices shall be sent to DTC. If less than all of the shares of shares within an issue are being redeemed, DTC's practice is to
determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.

Although voting with respect to the shares is limited, in those cases where a vote is required neither DTC nor Cede & Co. (nor any other
DTC nominee) will itself consent or vote with respect to shares, unless authorized by a Direct Participant in accordance with DTC's procedures.
Under its usual procedures, DTC mails an Omnibus Proxy to us as soon as possible after the record date. The Omnibus Proxy assigns Cede &
Co.'s consenting or voting rights to those Direct Participants to whose accounts the shares are credited on the record date (identified in a listing
attached to the Omnibus Proxy).

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Payments on the shares will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC.
DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from us or Wells Fargo
Bank, N.A., on the payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial
Owners will be governed by standing instructions and customary practices, as is the case with securities held for the account of customers in bearer
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